Embed Size (px)
Citation preview
SUPPLEMENTARY PDS
COMMONWEALTH BANK REGULAR INSTALMENTS IYH SERIES SUPPLEMENTARY PRODUCT DISCLOSURE STATEMENT
Issued by Commonwealth Bank of Australia ABN 48 123 123 124, AFSL 234945 Issue date 6 June 2008
This is a Supplementary Product Disclosure Statement. This Supplementary Product Disclosure Statement supplements and is to be read together with the Product Disclosure Statement entitled Commonwealth Bank Regular Instalments IYH Series issued by Commonwealth Bank of Australia on 31 July 2007. Purpose of a Supplementary Product Disclosure Statement (“SPDS”) A SPDS read together with a Product Disclosure Statement (“PDS”) aims to provide you with enough information to help you decide whether the product will meet your needs. It also helps you to compare the product with others you may be considering. You should read this SPDS and the PDS completely, including the Terms and Conditions, before you make a decision to invest in this Product. Defined terms in this SPDS have the same meaning as those terms in the PDS. Taxation On 13 May 2008 the Government announced in the 2008-09 Federal Budget that it proposes to make a change to the capital protected borrowing rules (the “Budget Announcement”). These rules are relevant to determining the portion of the Interest Amount payable by an investor under a Commonwealth Bank Regular Instalment (“Instalment”) that an investor can deduct in a particular income year. Section 6 of the PDS indicates that, under the capital protected borrowing rules, part of an Interest Amount may be recharacterised for tax purposes as being incurred by the investor for a put option. This will be the case where the total of the Interest Amounts incurred in a particular year corresponds to an interest rate that exceeds the Reserve Bank of Australia’s “Indicator Lending Rate for Personal Unsecured Loans – Variable Rate” (the “Existing Benchmark Rate”) at the time the investor acquires their Instalments. The recharacterised part would be included in the CGT cost base of the Put Option, rather than being deductible to investors covered by Section 6 of the PDS. The Budget Announcement indicates that the applicable benchmark rate will become the indicator variable rate for standard housing loans (the “Proposed Benchmark Rate”) for arrangements entered into after 7:30 pm (AEST) on 13 May 2008 (the “Start Time”). Assuming that the Budget Announcement is legislated as indicated, in determining whether they are affected by the Budget Announcement, investors covered by Section 6 of the PDS fall into three categories: • Category 1: investors whose Instalments are issued or whose purchase
settled before the Start Time
This category includes Cash Applicants, Security Holder Applicants and Rollover Applicants whose Instalments are issued before the Start Time. It also includes investors who purchase their Instalments on the ASX before the Start Time in circumstances where the trade settled before the Start Time. These investors should be unaffected by the Budget Announcement. That is, the deductibility of Interest Amounts should continue to be determined under the Existing Benchmark Rate.
• Category 2: investors who apply for their Instalments or who place an order to purchase their Instalments after the Start Time This category includes Cash Applicants, Security Holder Applicants and Rollover Applicants who apply for their Instalments after the Start Time. It also includes investors who place an order to purchase their Instalments on the ASX after the Start Time in circumstances where the trade settles after the Start Time. These investors will be affected by the Budget Announcement. That is, the deductibility of Interest Amounts should be determined under the Proposed Benchmark Rate.
• Category 3: investors whose acquisition of Instalments straddles the Start Time This category includes Cash Applicants, Security Holder Applicants and Rollover Applicants who apply for their Instalments before the Start Time, but whose Instalments are issued after the Start Time. It also includes investors who place an order to purchase their Instalments on the ASX before the Start Time in circumstances where the trade settles after the Start Time. These investors do not fall clearly within either of the above two categories and it is not currently possible to determine whether they will be affected by the Budget Announcement. Nevertheless, we understand that industry intends lobbying for the legislation giving effect to the Budget Announcement to provide certainty that the Existing Benchmark Rate would continue to apply to these investors. However, investors should monitor the terms of that legislation and/or seek independent taxation advice that is referable to their personal circumstances.
By way of general comment for the benefit of investors who are affected by the Budget Announcement, the Proposed Benchmark Rate is historically lower than the Existing Benchmark Rate. For example, for April 2008 the Existing Benchmark Rate was 14.60% and the Proposed Benchmark Rate was 9.45%. Accordingly, it would be expected that a greater portion of interest payments made by these investors would be included in the CGT cost base of the Put Option – and so would not be deductible – than if they were not affected by the Budget Announcement. On page 9 of the PDS under the heading “Potential tax deductions”, it is stated that the First Interest Amount, Second Interest Amount and Third Interest Amount may be deductible for some investors. However, as indicated above, it would be expected that a portion of these amounts would be non-deductible for investors who are affected by the Budget Announcement. Potential investors should seek independent taxation advice when determining whether an investment in the Instalments is suitable for them. Potential investors should also monitor the legislation giving effect to the Budget Announcement and any other changes to the tax law and consider the tax consequences and whether these make the Instalments suitable for them in light of any possible changes.
Attached to this SPDS is a letter (“the G&F Letter”) from Greenwoods & Freehills Pty Limited (“G&F”). G&F provided the Tax Summary which appears in Section 6 of the
PDS. The G&F letter contains G&F’s opinion that this SPDS provides a correct summary of the main Australian income tax implications potentially arising from the Budget Announcement for investors covered by Section 6 of the PDS. Option to withdraw your Application In light of the Budget Announcement and our issuing of this SPDS, you should consider whether an investment in the Instalments is suitable for you. If you have lodged an Application for the Instalments and you have not yet received notification from Commonwealth Bank that your Instalments application has been accepted, you have an option to withdraw your application by 5:00 pm on 7 July 2008. If you wish to continue with your application for the Instalments, please sign the Acknowledgement Notice attached to this SPDS and fax it to us on (02) 8223 7441 or mail it to us at:
Structured Products Operations Commonwealth Securities Locked Bag 22 Australia Square NSW 1214 If we do not receive your Acknowledgement Notice by 5:00 pm on 7 July 2008, we will assume that you intend to withdraw your Application for the Instalments. If you withdraw your Application for the Instalments, we will destroy your Application Form. New investors If, after considering the PDS and the SPDS, you decide that you would like to apply for the Instalments, you need to:
• complete the Application Form contained in the PDS; and • sign the Acknowledgement Notice attached to this SPDS.
Please mail your completed Application Form and Acknowledgement Notice to the address stated on the Application Form. END OF COMMONWEALTH BANK REGULAR INSTALMENTS IYH SERIES SUPPLEMENTARY PDS
COMMONWEALTH BANK REGULAR INSTALMENTS IYH SERIES ACKNOWLEDGEMENT NOTICE To: Structured Products Operations Commonwealth Securities Locked Bag 22 Australia Square NSW 1214 Fax: (02) 8292 8900 I confirm:
• I have read and understood the Commonwealth Bank Regular Instalments IYH Series Product Disclosure Statement (PDS) dated 31 July 2007 and the Supplementary Product Disclosure Statement (SPDS) dated 6 June 2008; and
• I have considered my personal circumstances in relation to the PDS and the SPDS and confirm that I wish to proceed with my Application for the Commonwealth Bank Regular Instalments IYH Series.
____________________________________ Print name (Applicant 1/Director 1/Trustee 1) ____________________________________ Signature (Applicant 1/Director 1/Trustee 1) ______________ Date ____________________________________ Print name (Applicant 2/Director 2/Trustee 2) ____________________________________ Signature (Applicant 2/Director 2/Trustee 2) ______________ Date
Product Disclosure Statement 31 July 2007
Commonwealth Bank of Australia RegularInstalmentsIYH Series
44 Series of Commonwealth Bank Regular Instalments over Securities in A.B.C. Learning Centres Limited Macquarie Infrastructure Group
AGL Energy Limited National Australia Bank Limited
Australia and New Zealand Banking Group Limited Newcrest Mining Limited
ASX Limited Origin Energy Limited
AXA Asia Pacific Holdings Limited Orica Limited
Babcock & Brown Infrastructure Group Publishing & Broadcasting Limited
BHP Billiton Limited Rio Tinto Limited
Boral Limited Seven Network Limited
Babcock & Brown Limited St George Bank Limited
Bluescope Steel Limited Santos Limited
Brambles Limited Suncorp-Metway Limited
Coca-Cola Amatil Limited Tabcorp Holdings Limited
CSL Limited Transurban Group
David Jones Limited Telecom Corporation of New Zealand Limited
Foster’s Group Limited Ten Network Holdings Limited
Fairfax Media Limited Telstra Corporation Limited
GPT Group Toll Holdings Limited
Harvey Norman Holdings Limited Westpac Banking Corporation
Insurance Australia Group Limited Westfield Group
Leighton Holdings Limited Wesfarmers Limited
Macquarie Airports Woolworths Limited
Macquarie Bank Limited Woodside Petroleum Limited
To be traded on the Australian Securities Exchange Limited
You should read the entire Product Disclosure Statement before making a decision on whether to invest in Commonwealth Bank Regular Instalments
This offer is made to persons in Australia only
Commonwealth Bank of Australia does not guarantee the investment performance of the Underlying Securities of the Commonwealth Bank Regular Instalments, and does not guarantee the investment performance of these warrants.
IssuerCommonwealth Bank of Australia ABN 48 123 123 124, AFSL 234945
Broker to the IssueCommonwealth Securities Limited (a participant of the ASX Group) ABN 60 067 254 399, AFSL 238814 Commonwealth Bank of Australia will earn interest and fees on providing this product
1
Table of contents
1 Important Information
2 Offer Summary
3 Pricing, Fees And Commissions
4 Benefi ts To Investors
5 Risk Factors
6 Taxation Considerations
7 Description Of The Issuer
8 Listed Entities
9 Other Disclosures
10 Terms Of Commonwealth Bank Regular Instalments
11 Personal Information And Privacy
12 Interpretation
13 How To Apply
14 Directory
The terms used in the Product Disclosure Statement are explained in Section 12 (Interpretation).
2
1. Important Information
This document is a Product Disclosure Statement (PDS).A copy of this Product Disclosure Statement has not
been and will not be lodged with ASIC. ASIC and ASX
take no responsibility for the contents of this Product
Disclosure Statement or for the Commonwealth Bank
Regular Instalments.
Information and RepresentationsThis Product Disclosure Statement has been prepared by
Commonwealth Bank from publicly available information.
A.B.C. Learning Centres Ltd, AGL Energy Ltd., Australia and
New Zealand Banking Group Ltd., ASX Ltd., AXA Asia Pacifi c
Holdings Ltd., Babcock & Brown Infrastructure Group, BHP
Billiton Ltd., Boral Ltd., Babcock & Brown Ltd., Bluescope
Steel Ltd., Brambles Ltd., Coca-Cola Amatil Ltd., CSL Ltd.,
David Jones Ltd., Foster’s Group Ltd., Fairfax Media Ltd., GPT
Group, Harvey Norman Holdings Ltd., Insurance Australia
Group Ltd., Leighton Holdings Ltd., Macquarie Airports,
Macquarie Bank Ltd., Macquarie Infrastructure Group, National
Australia Bank Ltd., Newcrest Mining Ltd., Origin Energy Ltd.,
Orica Ltd., Publishing & Broadcasting Ltd., Rio Tinto Ltd.,
Seven Network Ltd., St George Bank Ltd., Santos Ltd.,
Suncorp-Metway Ltd., Tabcorp Holdings Ltd., Transurban
Group, Telecom Corporation of New Zealand Ltd., Ten
Network Holdings Ltd., Telstra Corporation Ltd., Toll Holdings
Ltd., Westpac Banking Corporation, Westfi eld Group,
Wesfarmers Ltd., Woolworths Ltd., Woodside Petroleum Ltd.
(the “Listed Entities”) have not been a party to its preparation
or furnished any information to Commonwealth Bank for the
purpose of its preparation. Information regarding the Listed
Entities in this Product Disclosure Statement has not been
independently verifi ed.
Commonwealth Bank of Australia (“Commonwealth Bank”)
and Commonwealth Securities Limited (“CommSec” or the
“Broker”) do not accept any liability or responsibility for, and
make no representation or warranty, express or implied, as to the
accuracy or completeness of, any information about a Listed
Entity or Underlying Security in this Product Disclosure
Statement. Potential Applicants should make their own
enquiries.
References in this Product Disclosure Statement to the Listed
Entities, the Underlying Securities or their ASX Code are
included solely for the purposes of identifi cation. Such
references are not to be construed as any express or implied
endorsement by the Listed Entity of the Commonwealth Bank
Regular Instalments or the issue of the Commonwealth Bank
Regular Instalments. The Listed Entities have not accepted any
responsibility for any statement in this Product Disclosure
Statement or undertaken any liability in respect of the
Commonwealth Bank Regular Instalments.
No person is authorised by Commonwealth Bank to give any
information to investors or to make any representation on
behalf of Commonwealth Bank in respect of Commonwealth
Bank Regular Instalments not contained in this Product
Disclosure Statement.
RisksCommonwealth Bank Regular Instalments are not bank
deposits. Any obligations of Commonwealth Bank to make
payments in respect of the Commonwealth Bank Regular
Instalments are unsecured obligations of Commonwealth
Bank. If Commonwealth Bank is wound up, these obligations
would rank equally with other unsecured obligations of
Commonwealth Bank and ahead of subordinated debt and
obligations to shareholders but after all deposit liabilities of
Commonwealth Bank.
Potential investors should consider the risks identified in this Product Disclosure Statement carefully (refer Section 5).
Investment DecisionsIt is impossible in a document of this type to take into account
the investment objectives, fi nancial situation and particular
needs of each potential investor. Accordingly, nothing in this
Product Disclosure Statement is a recommendation by
Commonwealth Bank or any other person concerning
investment in Commonwealth Bank Regular Instalment or any
other security. Potential investors should not rely on this
Product Disclosure Statement as the sole basis for any
investment decision in relation to Commonwealth Bank
Regular Instalments, the Underlying Securities, shares in
Commonwealth Bank or any other security. Potential investors
should assess whether an investment in the Commonwealth
Bank Regular Instalments is appropriate for them having
regard to their own investment objectives, fi nancial situation
and needs and should seek independent fi nancial, legal and
taxation advice before making a decision whether to invest.
Owing to the nature of Commonwealth Bank Regular Instalments,
this Product Disclosure Statement does not purport to make
any statement or representation about the prospects and risks
of investing in the Underlying Securities, either at the date of
this Product Disclosure Statement or in the future.
Admission to Trading Status on ASXApproval has been given for the Commonwealth Bank Regular
Instalments to be admitted to trading status on the ASX. The
fact that the ASX has admitted the Commonwealth Bank
Regular Instalments to trading status is not to be taken in any
way as an indication of the merits of Commonwealth Bank or
the Commonwealth Bank Regular Instalments. In admitting the
Commonwealth Bank Regular Instalments to trading status and
not objecting to the Product Disclosure Statement, the ASX has
not authorised or caused the issue of this Product Disclosure
Statement and is not in any way a party to or concerned in
authorising or causing the issue of this Product Disclosure
Statement or the making of offers or invitations with respect to
the Commonwealth Bank Regular Instalments. The ASX does
not warrant the accuracy or truth and takes no responsibility for
the contents of this Product Disclosure Statement, including
any expert’s report which it may contain.
3
To the extent permitted by the Corporations Act, the Trade
Practices Act, the Australian Securities and Investments
Commission Act 1989 and any other relevant law, none of
Commonwealth Bank, the Broker or the ASX will be under any
liability for any claim of whatever kind, including for any fi nancial
or consequential loss or damage suffered by Holders or any
other person, where that claim arises wholly or substantially out
of reliance on any information or other statement contained in
this Product Disclosure Statement or any error in, or omission
from, this Product Disclosure Statement.
ApplicationsApplications will only be accepted on an Application Form
accompanying this Product Disclosure Statement or issued
electronically with it. Commonwealth Bank may in its discretion
refuse any Application for any reason. Without limiting its rights
in this respect there is a likelihood that Commonwealth Bank
will exercise this discretion if the market value of an Underlying
Security decreases from its market value as at the date this
Product Disclosure Statement is issued.
The period during which Applications may be made is
described below.
Distribution of Product Disclosure StatementThe distribution of this Product Disclosure Statement in
jurisdictions outside Australia may be restricted by law and
persons into whose possession this Product Disclosure
Statement comes should seek advice on and observe any such
restrictions. Failure to comply with relevant restrictions may
violate those laws. This Product Disclosure Statement is not an
offer or invitation in relation to Commonwealth Bank Regular
Instalments in any place outside Australia. Commonwealth
Bank Regular Instalments have not and will not be registered
under the Securities Act 1933 (United States of America) and
may not be offered or sold in the United States of America or to
a citizen or resident of, or entity created under the laws of the
United States or to any other person or entity within the
defi nition of “US Person” under Regulation S promulgated
under the Securities Act.
Changes to Information in the PDSThis PDS is current at the time of issue. Information in this PDS
is subject to change from time to time. Where information is not
materially adverse to investors, the Commonwealth Bank will
update the information by posting a notice on its website at
www.commbank.com.au. You can request a paper copy of
updated information by telephoning 13 15 19.
TerminologySome words used in this Product Disclosure Statement have
defi ned meanings, which are set out in the glossary in section 12.
Commonwealth Bank Regular Instalments will be admitted to
trading status by the ASX as warrants under the Warrant Rules
in Section 10 of the ASX Market Rules. The terminology used in
this Product Disclosure Statement varies from that used in ASX
Market Rules as follows:
Commonwealth Bank Regular Instalments corresponds to
“Warrant”.
Completion Payment corresponds to “Exercise Price”;
Completion Date corresponds to “Exercise Date”;
Completion Notice corresponds to “Exercise Notice”;
Terms in the Trust Deed corresponds to “Terms of Issue”.
4
2. Offer Summary
This section is a brief summary of the main features of
Commonwealth Bank Regular Instalments. You should read
the entire Product Disclosure Statement and consult your
fi nancial adviser before making a decision on whether to
apply for Commonwealth Bank Regular Instalments.
What are instalment warrants?Listed instalment warrants are CHESS approved securities
which trade on the ASX. Each instalment warrant evidences a
benefi cial interest in an underlying security (and, in the case of
Commonwealth Bank Regular Instalments, an interest in the
Prepayment Amount, as described in more detail below).
Instalment warrants enable their holders to acquire the
underlying security by paying “instalments”. An amount is
usually payable up front to acquire the warrant and a fi nal
instalment will be payable to enable the holder to acquire the
underlying security.
Commonwealth Bank Regular Instalments are instalment
warrants. Details of how Commonwealth Bank Regular
Instalments work are contained in this Offer Summary and
throughout this Product Disclosure Statement, which potential
investors should read carefully.
Potential benefi ts of Commonwealth Bank Regular Instalments – build a share portfolio over three years with only two payments.Commonwealth Bank Regular Instalments offer investors the
opportunity to build their share portfolio over a three year
period without paying for all of the securities up front.
■ Investors can purchase securities by making two separate
instalments up to three years apart
■ Investors can benefi t from medium term share investing
without the worry of annual resets or margin calls
■ Investors have the benefi t of any ordinary dividends
or distributions, franking credits (subject to individual
circumstances) and any capital growth for the life of the
Commonwealth Bank Regular Instalments*
■ Investors may be entitled to interest deductions for amounts
incurred by them (subject to individual circumstances)**
* Note the comments below in section 9 regarding dividends other than
ordinary cash dividends. Special Dividends may not be paid directly to
holders, but may be used to reduce the Completion Payment.
** Note the comments below under the heading “Potential Tax Deductions”
and the section on Tax (Section 6) below.
Switch to Commonwealth Bank Regular Instalments – receive a cash payment while maintaining an exposure to the Underlying SecuritiesExisting holders of Underlying Securities (“Security Holder
Applicants”) can switch to Commonwealth Bank Regular
Instalments by transferring their securities to the Trustee
instead of paying cash for the First Instalment. This enables
Security Holder Applicants to maintain an exposure to their
existing securities while being entitled to receive a cash
payment (the “Cash Back Amount”) as part of a Loan from
Commonwealth Bank of Australia. Security Holder Applicants
can elect to receive the Cash Back Amount, or they can
apply it to acquire additional Commonwealth Bank Regular
Instalments. Cash Back Amounts should be used for
business or investment purposes if you want to be likely to be
able to claim interest as a deduction. See Section 6 on
Taxation Considerations.
As a result of guidelines issued by APRA and the ATO,
Commonwealth Bank will not accept Security Holder
Applications from superannuation entities (see section 9 for
further details).
Rollover your existing Commonwealth Bank Regular Instalments to new Commonwealth Bank Regular InstalmentsHolders of existing Commonwealth Bank Regular Instalments
over a particular Underlying Security may be able to switch into
Commonwealth Bank Regular Instalments over the same
Underlying Security. Depending on the completion payment
under the Prior Series Instalment, such Applicants may have to
pay a cash Rollover Amount to Commonwealth Bank. In some
circumstances, Commonwealth Bank will have to pay a
Rollover Amount to Applicants as part of the Loan, and that
payment must be used by Applicants to acquire further
Commonwealth Bank Regular Instalments.
As a result of guidelines issued by APRA and ATO, superannuation
entities will need to determine whether they are able to apply as
Rollover Applicants (see section 9 for further details).
Enjoy the benefit of enhanced ordinary dividend or distribution yields for the life of the Commonwealth Bank Regular Instalments while only paying part of the amount up front
Commonwealth Bank Regular Instalments should generate a
higher yield of ordinary dividends or distributions when
compared with the purchase of the Underlying Securities
themselves. While each Commonwealth Bank Regular
Instalment as at the date of this Product Disclosure Statement
initially costs around half the price of the Underlying Security,
it still entitles its holder to any ordinary dividends or
distributions, franking credits (subject to individual
circumstances) and capital gains generated as if the
Underlying Security had been purchased.
Important Dates
Offer opens under this Product Disclosure Statement
31 July 2007
Offer closes* 1 May 2009
Completion Date** 14 May 2010
* Commonwealth Bank reserves the right to close the offer at any time
without prior notice.
** The Completion Date may be brought forward by Commonwealth Bank in
some circumstances (see “Early Completion Date” in Section 5 Risk Factors).
5
Summary Table of Commonwealth Bank Regular Instalments
Underlying Security ASX code Initial Issue Size*
Minimum Subscription Completion Date**
Cash Applicant
Security Holder Applicant (shares)
A.B.C. Learning Centres Limited ABSIYH 10 Million $2,000 540 14 May 2010
AGL Energy Limited AGKIYH 10 Million $2,000 260 14 May 2010
Australia and New Zealand Banking Group Limited ANZIYH 10 Million $2,000 140 14 May 2010
ASX Limited ASXIYH 10 Million $2,000 70 14 May 2010
AXA Asia Pacifi c Holdings Limited AXAIYH 10 Million $2,000 480 14 May 2010
Babcock & Brown Infrastructure Group BBIIYH 10 Million $2,000 2,140 14 May 2010
BHP Billiton Limited BHPIYH 10 Million $2,000 110 14 May 2010
Boral Limited BLDIYH 10 Million $2,000 410 14 May 2010
Babcock & Brown Limited BNBIYH 10 Million $2,000 110 14 May 2010
Bluescope Steel Limited BSLIYH 10 Million $2,000 390 14 May 2010
Brambles Limited BXBIYH 10 Million $2,000 330 14 May 2010
Coca-Cola Amatil Limited CCLIYH 10 Million $2,000 420 14 May 2010
CSL Limited CSLIYH 10 Million $2,000 40 14 May 2010
David Jones Limited DJSIYH 10 Million $2,000 680 14 May 2010
Foster’s Group Limited FGLIYH 10 Million $2,000 630 14 May 2010
Fairfax Media Limited FXJIYH 10 Million $2,000 830 14 May 2010
GPT Group GPTIYH 10 Million $2,000 820 14 May 2010
Harvey Norman Holdings Limited HVNIYH 10 Million $2,000 730 14 May 2010
Insurance Australia Group Limited IAGIYH 10 Million $2,000 690 14 May 2010
Leighton Holdings Limited LEIIYH 10 Million $2,000 70 14 May 2010
Macquarie Airports MAPIYH 10 Million $2,000 860 14 May 2010
Macquarie Bank Limited MBLIYH 10 Million $2,000 40 14 May 2010
Macquarie Infrastructure Group MIGIYH 10 Million $2,000 1,160 14 May 2010
National Australia Bank Limited NABIYH 10 Million $2,000 110 14 May 2010
Newcrest Mining Limited NCMIYH 10 Million $2,000 150 14 May 2010
Origin Energy Limited ORGIYH 10 Million $2,000 400 14 May 2010
Orica Limited ORIIYH 10 Million $2,000 130 14 May 2010
Publishing & Broadcasting Limited PBLIYH 10 Million $2,000 240 14 May 2010
Rio Tinto Limited RIOIYH 10 Million $2,000 40 14 May 2010
Seven Network Limited SEVIYH 10 Million $2,000 340 14 May 2010
St George Bank Limited SGBIYH 10 Million $2,000 120 14 May 2010
Santos Limited STOIYH 10 Million $2,000 240 14 May 2010
Suncorp-Metway Limited SUNIYH 10 Million $2,000 200 14 May 2010
Tabcorp Holdings Limited TAHIYH 10 Million $2,000 240 14 May 2010
Transurban Group TCLIYH 10 Million $2,000 480 14 May 2010
Telecom Corporation of New Zealand Limited TELIYH 10 Million $2,000 940 14 May 2010
Ten Network Holdings Limited TENIYH 10 Million $2,000 1,380 14 May 2010
Telstra Corporation Limited TLSIYH 10 Million $2,000 870 14 May 2010
Toll Holdings Limited TOLIYH 10 Million $2,000 350 14 May 2010
Westpac Banking Corporation WBCIYH 10 Million $2,000 160 14 May 2010
Westfi eld Group WDCIYH 10 Million $2,000 200 14 May 2010
Wesfarmers Limited WESIYH 10 Million $2,000 90 14 May 2010
Woolworths Limited WOWIYH 10 Million $2,000 160 14 May 2010
Woodside Petroleum Limited WPLIYH 10 Million $2,000 80 14 May 2010
* The number of Commonwealth Bank Regular Instalments issued may be less than these amounts. Commonwealth Bank reserves the right to increase the issue
size at any time during the Offer Period without the consent of Holders but subject to ASX approval.
** The Completion Date may be brought forward in certain circumstances – (see Section 5, “Early Completion Date”).
Note: Details of the Completion Payment and other pricing details are contained in Section 3 below.
6
The First Instalment is composed of :
■ the Capital Amount (which at the date of this Product Disclosure Statement would represent approximately 25% of the value of
the Underlying Security);
■ the First Interest Amount (this is variable and represents pre-paid interest for the period until 14 May 2008) or if you apply after
the Second Interest Date, the Second Interest Amount (this is variable and represents pre-paid interest for the period until 14
May 2009);
■ the Establishment Fee (a fi xed amount);
■ the Protection Fee (a variable amount); and
■ the Prepayment Amount (a fi xed amount for interest for Years 2 and 3 or if you have applied after the Second Interest Date, a
fi xed interest amount for Year 3).
The Completion Payment consists of
■ the Second Capital Amount (a fi xed amount).
How do Commonwealth Bank Regular Instalments Work?Commonwealth Bank Regular Instalments work through the investor paying a portion of the value of the Underlying Security in the
First Instalment.
The First Instalment also includes amounts for interest, protection fees and establishment fees. The amount of the First Instalment
is variable and, as at the date of this Product Disclosure Statement, would be approximately 50% of the value of the Underlying
Security. Commonwealth Bank will advance a loan amount to the investor which is applied towards purchasing the Underlying
Security. The Underlying Security is then held in trust while the Holder retains the benefi cial interest in the Underlying Security.
The following example is illustrative only, and the actual fi gures for Commonwealth Bank Regular Instalments may vary.
Year 1
First
Instalment
$5.76
Establishment
Fee
$0.14
Protection
Fee
$1.05
Prepayment
Amount
$1.32
First Interest
Amount
$0.49
Capital
Amount for
Underlying
Securities
$2.76
Year 3
Preliminary
Completion
Amount* $9.00
Remaining Balance
of Underlying
Securities
$9.00
For the term of the Instalment the Investor has:
• Right to any ordinary dividends.
• Right to any franking credits on dividends
(subject to individual circumstances)
• Any capital gains and losses.
• The benefit of the Prepayment Amount which
is used to pay interest in Years 2 and 3.
Trustee
Prepayment
Amount
$1.32
Underlying
Securities
3 Years
Year 2 Year 3
*Assuming there are no corporate actions which alter the Completion Payment - refer Section 10.
7
While the Completion Payment is (in the absence of corporate
actions) fi xed, the First Instalment (and the Cash Back Amount
received by a Security Holder Applicant) will vary depending on the
day on which the Applicant applies for Commonwealth Bank
Regular Instalments. Investors will also have to pay any Transfer
Taxes on a transfer of the Underlying Security after the Completion
Date. Further details of pricing are set out in Section 3.
If Commonwealth Bank Regular Instalments are applied for on or
before the Second Interest Date, the Second Interest Amount
and the Third Interest Amount will be payable on 15 May 2008
and 15 May 2009 respectively. These amounts are fi xed, and
will be paid by the Trustee on behalf of a Holder from the
Prepayment Amount. If Commonwealth Bank Regular
Instalments are applied for after the Second Interest Date, the
Second Interest Amount will be payable on the day of application
and the amount will vary depending on how much of the Second
Interest Period remains. The Second Interest Amount represents
pre-paid interest for the period until 14 May 2009. The Third
Interest Amount remains fi xed and will be paid by the Trustee on
behalf of a Holder from the Prepayment Amount. An investor
pays the Prepayment Amount as part of the First Instalment.
Investors who already hold Underlying Securities can also apply
as “Security Holder Applicants”. Instead of paying the First
Instalment, Security Holder Applicants can instead transfer the
Underlying Securities they hold to the Trustee and also receive a
“Cash Back Amount” to be used for income producing
purposes (refer to the Section 6, Taxation Considerations).
What does a Commonwealth Bank Regular Instalment entitle you to?The Holder of Commonwealth Bank Regular Instalments will have:
■ the right to receive all available ordinary dividends or
distributions declared on the relevant Underlying Security*.
■ the right to receive all available franking credits.**
■ the exposure to any capital gains on the Underlying
Security.
■ possible tax benefi ts associated with the automatic annual
prepayment of interest from the Prepayment Amount**.
■ the ability to trade Commonwealth Bank Regular
Instalments on the ASX, just like shares.
* Note the comments below in section 9 regarding dividends other than
ordinary cash dividends and the comments in section 6 regarding tax
implications of such dividends. Special Dividends may not be paid directly
to holders, but may be used to reduce the Completion Payment.
** Subject to individual circumstances. Note the comments below under the
heading “Potential Tax Deductions” and the section on Tax (Section 6) below.
Holders of Commonwealth Bank Regular Instalments will not be entitled to:
■ participate in dividend or distribution reinvestment plans of
the Listed Entities;
■ automatically receive Special Dividends in cash;
■ receive annual reports of the Listed Entities; or
■ voting rights or able to attend general meetings of the
Listed Entities.
Four ways to acquire Commonwealth Bank Regular Instalments1. By making a “Cash Application” ■ Applicants can lodge a Cash Application Form together
with the amount subscribed with Commonwealth Securities
Limited by the close of the Offer Period.
■ The number of Commonwealth Bank Regular Instalments
an Applicant receives is calculated by dividing the amount
subscribed by the First Instalment payable on the day that
the application is processed.
■ Details on how the First Instalment is calculated are set out in
Section 3. A detailed pricing example is contained in Section 9.
2. By making a “Security Holder Application”■ Applicants can lodge a Security Holder Application Form
with Commonwealth Securities Limited and transfer
Underlying Securities held by the Applicant to the Trustee
or its nominee.
■ The Trustee will then pay the Applicant the relevant Cash
Back Amount and will hold the Underlying Securities on
trust for the Applicant.
■ The Cash Back Amount will vary from day to day. It is part
of the Loan advanced by Commonwealth Bank to Security
Holder Applicants and will be calculated by subtracting
the First Interest Amount or, if you apply after the Second
Interest Date, the Second Interest Amount, the Prepayment
Amount, the Protection Fee and the Establishment Fee from
the Second Capital Amount (Section 3 contains details of
indicative Cash Back Amounts).
■ The Cash Back Amount must be used by the Applicant
for business or investment purposes such that the interest
may be deductible and can be used to acquire additional
Commonwealth Bank Regular Instalments.
■ As a result of guidelines issued by APRA and ATO,
Commonwealth Bank will not accept Security Holder
Applications from superannuation entities (see section 9 for
further details).
3. By making a “Rollover Application” ■ Applicants who hold a prior series of Commonwealth Bank
Regular Instalments can lodge a Rollover Application Form
with Commonwealth Securities Limited and rollover their
prior series of Commonwealth Bank Regular Instalments
on or before the completion date for the prior series, where
the Underlying Security under the Prior Series Instalment
and the Regular Instalment are the same. The completion
payment under the Prior Series Instalment will be paid from
the Loan advanced to the Applicant under Commonwealth
Bank Regular Instalments.
■ In certain circumstances, Applicants will be required to pay
a Rollover Amount to Commonwealth Bank. This will occur
when the value of the completion payment for the prior
series of Commonwealth Bank Regular Instalments is more
than the amount calculated by deducting the First Interest
Amount or, if you apply after the Second Interest Date, the
Second Interest Amount, the Protection Fee, Establishment
Fee and Prepayment Amount for the new series from the
Second Capital Amount for the new series.
8
■ Applicants are advised to attach a copy of their prior series
Commonwealth Bank Regular Instalment holding statement
with their application.
■ As a result of guidelines issued by APRA and ATO,
superannuation entities will need to determine whether they
are able to apply as Rollover Applicants (see section 9 for
further details).
4. Secondary market purchase■ An investor can place an order with a broker or fi nancial
adviser to acquire a Commonwealth Bank Regular
Instalments on the ASX and complete the purchase on the
ASX as would be the case with an ordinary share purchase.
■ Before trading for the first time, however, an investor must enter into a warrants trading agreement with their broker.
Regardless of how you acquire Commonwealth Bank Regular
Instalments, each Commonwealth Bank Regular Instalment is
the same and has exactly the same rights and obligations as
other Commonwealth Bank Regular Instalments over the same
Underlying Security in that series but note that:
■ the First Interest Amount or, if the Commonwealth Bank
Regular Instalment was applied for after the Second Interest
Date, the Second Interest Amount, and the Establishment
Fee which are paid at the time of investment, will not be tax
deductible* for persons who acquire Commonwealth Bank
Regular Instalments on the secondary market;
■ the Second Interest Amount paid by a Cash Applicant,
Security Holder Applicant or Rollover Applicant who applied
for Commonwealth Bank Regular Instalments after the
Second Interest Date will be different depending on how
much of the Second Interest Period is left to run on the day
on which the Applicant applies for Commonwealth Bank
Regular Instalments;
■ the Second Interest Amount will not be tax deductible*
for persons who acquire Commonwealth Bank Regular
Instalments on the secondary market after the Second
Interest Date;
■ the Third Interest Amount will not be tax deductible* for
persons who acquire Commonwealth Bank Regular
Instalments on the secondary market after the Third Interest
Date; and
■ the amount that is treated as being the cost of acquiring the
put option in the Request for Purchase Notice and the Loan
being non-recourse in nature may be different than other
Commonwealth Bank Regular Instalments over the same
Underlying Security*.
* Note the comments below under the heading “Potential Tax Deductions”
and the section on Tax (Section 6) below.
Non-Recourse LoanA key feature of Commonwealth Bank Regular Instalments is
that the loan made by Commonwealth Bank is a non recourse
loan. The Protection Fee represents the costs attributable to
the right to sell the Underlying Security to Commonwealth
Bank upon the delivery to Commonwealth Bank of a properly
completed Request for Purchase Notice and the Loan being
non recourse in nature. Therefore, if the price of the Underlying
Security deteriorated subsequent to the issue date and the
Holder did not make the Completion Payment, Commonwealth
Bank may exercise its Security Interest over the Underlying
Security, redeem the loan amount and other amounts owing
and then distribute the remaining proceeds (if any) to the
Holder. Commonwealth Bank cannot claim any further
recourse against the Holder for the Completion Payment.
If Commonwealth Bank Regular Instalments are applied for on
or before the Second Interest Date, the obligation of the Holder
to pay the Second Interest Amount and the Third Interest
Amount will be met from the Prepayment Amount paid by an
applicant as part of the First Instalment. The Prepayment
Amount will be held on trust by the Trustee until the Second
Interest Date and the Third Interest Date, at which time it will be
paid to Commonwealth Bank.
If Commonwealth Bank Regular Instalments are applied for
after the Second Interest Date, the obligation of the Holder to
pay the Third Interest Amount will be met from the Prepayment
Amount paid by an applicant as part of the First Instalment.
The Prepayment Amount will be held on trust by the Trustee
until the Third Interest Date, at which time it will be paid to
Commonwealth Bank.
Commonwealth Bank cannot claim any further recourse
against the Holder for the Second Interest Amount and the
Third Interest Amount other than through its Security Interest
over the Underlying Security and through claiming against the
Prepayment Amount.
Possible Early Completion DateIn some cases Commonwealth Bank may bring forward the
Completion Date (see “Early Completion Date” in Section 5).
Some of the events which could lead to an Early Completion Date
are intended to allow investors the fl exibility they need to make
their own decisions in takeovers or other corporate actions.
Optional Completion Payment: how do I acquire the Underlying Security?Holders of Commonwealth Bank Regular Instalments always
have the choice of whether or not to pay the Completion
Payment. Holders only have to pay the Completion Payment if
they wish to acquire full title to the Underlying Security.
To acquire title to the Underlying Security, a Holder must deliver
a properly completed Completion Notice in respect of the
Commonwealth Bank Regular Instalments together with the
Completion Payment for each Commonwealth Bank Regular
Instalment exercised and any applicable Transfer Taxes.
What happens if you don’t pay?If a Holder does not pay the Completion Payment, the Holder
loses any right to the Underlying Security. There are no margin
calls, and recovery of outstanding amounts under the Loan is
limited by recourse only to the Underlying Security. This means
that if the sale proceeds of the Underlying Security are
insuffi cient to meet the total due to Commonwealth Bank
under the Loan, Commonwealth Bank cannot recover any
Loan shortfall from the Holder.
A Holder has three choices if the Holder does not wish to make
the Completion Payment:
9
■ Request for Purchase Notice: the Holder may deliver a
Request for Purchase Notice requiring Commonwealth Bank
to purchase the Underlying Security for the greater of its
Volume Weighted Settlement Price and the Loan Amount. If
the purchase price for the Underlying Security is the Volume
Weighted Settlement Price the Completion Payment (and the
Second Interest Amount and Third Interest Amount, to the
extent those amounts remain due and payable but unpaid)
will be deducted from the Volume Weighted Settlement Price
and the Holder will receive an amount equal to 95% of the
residue funds, less brokerage. If the purchase price for the
Underlying Security is the Loan Amount, then such amount
will be used to discharge the Loan;
■ Lapsed holding: the Holder may allow the Commonwealth
Bank Regular Instalment to lapse, in which case the
Underlying Security will be sold and the net proceeds (if any),
after deduction of the Completion Payment and costs of sale,
and after payment of the Second Interest Amount and Third
Interest Amount (to the extent those amounts remain due
and payable but unpaid) will be paid to the Holder (less 10%).
Commonwealth Bank will ensure that the money so applied
will be at least equal to the Assessed Value Payment, if the
Commonwealth Bank Regular Instalment has an intrinsic value
equal to or greater than 5% of the Completion Payment; or
■ Sell on the ASX: the Holder may have elected to sell the
Commonwealth Bank Regular Instalments on-market on
the ASX.
Examples of the Request for Purchase Notice and lapsed
holding options are set out below. These examples are illustrative only and should not be relied on to determine what
course of action to follow at completion.
Example – Request for Purchase Notice*
Volume Weighted Settlement Price (“VWSP”) $16.00
LESS Completion Payment $13.55
Residue funds $2.45
95% of residue funds (95% x $2.45) $2.33
LESS brokerage 0.55% of VWSP (0.55% x
$16.00)
$0.09
Funds received $2.24
* This example assumes that the VWSP is greater than the Loan Amount. If
the Loan Amount is greater than the VWSP then the Loan Amount will be
used to discharge the Loan and there will be no residue funds.
Example – Lapsed Holding*
Volume Weighted Settlement Price (“VWSP”) $16.00
LESS Completion Payment $13.55
Residue funds $2.45
90% of residue funds (90% x $2.45) $2.21
Funds received $2.21
* In this example the lapsed holding has an intrinsic value greater than 5% of
the Completion Payment and so is equal to the Assessed Value Payment.
Accordingly, in this example, the Assessed Value Payment is 90% of the
fi gure obtained by subtracting the Completion Payment from the Volume
Weighted Settlement Price of the Underlying Security on the 5 business
days following the Completion Date.
When deciding whether to pay the Completion Payment on the
Commonwealth Bank Regular Instalment, the investor should
consider, among other things, the market price of the
Underlying Security compared with the Completion Payment.
As described above, the obligation of the Holder to pay the
Second Interest Amount and the Third Interest Amount will be
met from the Prepayment Amount. Commonwealth Bank can
claim against the Underlying Security and the Prepayment
Amount to the extent that the Second Interest Amount and the
Third Interest Amount are due and payable but unpaid.
What happens if there are changes to the Underlying Security?Adjustments to the Underlying Security or the Completion
Payment may occur if there is a corporate action such as a
bonus or rights issue, a cash return of capital, a buy-back or
cancellation of securities, or other similar events. Adjustments
would then be made in accordance with the Terms and, where
appropriate, as permitted by the ASX. In certain circumstances,
the Commonwealth Bank Regular Instalments may expire early.
You should also refer to Section 9 in relation to the treatment of
dividends other than ordinary cash dividends (including Special
Dividends which may be used to reduce the Completion
Payment as opposed to being paid directly to holders).
Margin Calls No margin calls will be made and no annual reset payments
will be required in relation to your investment in Commonwealth
Bank Regular Instalments.
Tradeable on the ASX Commonwealth Bank Regular Instalments have been admitted
to trading status on the ASX. Once trading commences, you
can sell or buy Commonwealth Bank Regular Instalments
through your stockbroker as you would any other listed security.
Before trading for the first time, however, an investor must enter into a warrants trading agreement with their broker.
Potential tax deductions As taxation matters will often depend upon the precise
circumstances of a particular individual, potential investors
should obtain their own taxation advice before investing in
Commonwealth Bank Regular Instalments.
Investors should carefully read the Greenwoods & Freehills Pty
Limited taxation summary, which is in Section 6.
■ The First Interest Amount is prepaid at the time of
investment and may be deductible for some investors who
are Applicants in the fi nancial year in which the investor
acquires a Commonwealth Bank Regular Instalment
■ If Commonwealth Bank Regular Instalments are applied for
after the Second Interest Date, the Second Interest Amount
is prepaid at the time of investment and may be deductible
for some investors who are Applicants in the fi nancial year
in which the investor acquires a Commonwealth Bank
Regular Instalment
■ If Commonwealth Bank Regular Instalments are applied
for before the Second Interest Date, the Second Interest
Amount will be prepaid for 12 months on behalf of the
10
holder on record on 15 May 2008 from the Prepayment
Amount and may be deductible for some investors in the
fi nancial year in which it is paid by the Trustee on behalf of
the holder
■ The Third Interest Amount will be prepaid for 12 months
on behalf of the holder on record on 15 May 2009 from
the Prepayment Amount and may be deductible for some
investors in the fi nancial year in which it is paid by the
Trustee on behalf of the holder
■ The Establishment Fee is prepaid at the time of the investment
and may be deductible for some investors who are Applicants
on a daily accruals basis over the term of the Loan
■ For investors who are Applicants, the Protection Fee will not
be deductible but should form part of the cost base of an
asset for capital gains tax purposes
■ For secondary market purchasers, part of the purchase
price may be attributable to the cost of acquiring the put
option in the Request for Purchase Notice and the Loan
being non-recourse in nature – such amount will not be
deductible but should form part of the cost base of an asset
for capital gains tax purposes
As soon as practicable after the annual prepayment dates (being
15 May 2008 for the Second Interest Amount and 15 May 2009
for the Third Interest Amount), holders on the record on those
dates will receive a statement from Commonwealth Bank advising
them of the pre-paid interest amount paid on their behalf for the
upcoming 12 months from the Prepayment Amount.
Who May Apply for Commonwealth Bank Regular Instalments?Investors including individuals, companies and trustees of
family trusts can apply for Commonwealth Bank Regular
Instalments. Superannuation funds may also be able to apply
– see the discussion on issues relevant to superannuation
funds in Section 9 below. Application Forms are included or
issued electronically with this Product Disclosure Statement
(see the end of the document).
Superannuation entities should refer to section 9 regarding
recent regulatory guidelines that apply to them and which will
affect their ability to apply as a Security Holder Applicant and
possibly as a Rollover Applicant.
If your application is not successful, you will be contacted by
Commonwealth Securities Limited. In this event, the amount
subscribed will be refunded to you (without any interest for the
period during which it was held).
Offer PeriodNo Commonwealth Bank Regular Instalment will be issued on
the basis of this Product Disclosure Statement later than 1 May
2009. Subject to this, Commonwealth Bank may in its absolute
discretion, with or without prior notice, close the offer early or
reject any application in whole or in part (but note that special
conditions apply to Market Making Applications - see Sections
9 and 10). Without limiting its rights in this respect there is a
likelihood that Commonwealth Bank will exercise its discretion
to reject any application if the market value of the Underlying
Security decreases from its market value as at the date this
Product Disclosure Statement is issued.
RisksInvestors should carefully review the discussion of risks
associated with investing in Commonwealth Bank Regular
Instalments in Section 5 of this Product Disclosure Statement.
Some of the key risks referred to in Section 5 include:
■ risk of returns on Commonwealth Bank Regular Instalments;
■ gearing risk;
■ performance of obligations by Commonwealth Bank;
■ factors, including corporate actions, affecting value of
Commonwealth Bank Regular Instalments;
■ market risks;
■ early completion dates.
Section 5 contains details of these risks as well as others not
set out above.
Cooling-off periodCooling-off rights do not apply to an investment in
Commonwealth Bank Regular Instalments.
11
3. Pricing, Fees and Commissions
Example Pricing TableImportant note: The following table contains example pricing fi gures in the columns – see the explanation below the table.
ASX code
for warrant
Assumed
Price for
Underlying
Security
Capital
Amount
(variable)
First
Interest
Amount1
(variable)
Prepayment Amount Establishment
Fee (fi xed)
Protection
Fee
(variable)
First
Instalment3
(variable)
Completion
Payment
(fi xed)4
Second
Interest
Amount
(fi xed)2
Third
Interest
Amount
(fi xed)
ABSIYH $7.26 $1.86 $0.39 $0.49 $0.49 $0.08 $0.46 $3.77 $5.40
AGKIYH $15.86 $4.36 $0.83 $1.04 $1.04 $0.17 $0.52 $7.96 $11.50
ANZIYH $29.55 $6.55 $1.67 $2.08 $2.08 $0.35 $1.67 $14.40 $23.00
ASXIYH $51.13 $15.33 $2.59 $3.23 $3.23 $0.54 $3.15 $28.07 $35.80
AXAIYH $7.75 $2.05 $0.41 $0.51 $0.51 $0.09 $0.69 $4.26 $5.70
BBIIYH $1.79 $0.29 $0.11 $0.14 $0.14 $0.02 $0.26 $0.96 $1.50
BHPIYH $34.55 $10.45 $1.75 $2.18 $2.18 $0.36 $1.88 $18.80 $24.10
BLDIYH $9.04 $2.54 $0.47 $0.59 $0.59 $0.10 $0.66 $4.95 $6.50
BNBIYH $33.66 $11.76 $1.59 $1.98 $1.98 $0.33 $1.57 $19.21 $21.90
BSLIYH $10.36 $1.46 $0.65 $0.80 $0.80 $0.13 $1.40 $5.24 $8.90
BXBIYH $12.63 $2.63 $0.72 $0.90 $0.90 $0.15 $0.96 $6.26 $10.00
CCLIYH $9.54 $2.44 $0.51 $0.64 $0.64 $0.11 $0.49 $4.83 $7.10
CSLIYH $90.47 $23.57 $4.85 $6.04 $6.04 $1.00 $5.36 $46.86 $66.90
DJSIYH $5.36 $1.66 $0.27 $0.33 $0.33 $0.06 $0.36 $3.01 $3.70
FGLIYH $6.51 $1.71 $0.35 $0.43 $0.43 $0.07 $0.28 $3.27 $4.80
FXJIYH $4.88 $1.08 $0.28 $0.34 $0.34 $0.06 $0.36 $2.46 $3.80
GPTIYH $4.92 $1.12 $0.28 $0.34 $0.34 $0.06 $0.35 $2.49 $3.80
HVNIYH $5.25 $1.25 $0.29 $0.36 $0.36 $0.06 $0.47 $2.79 $4.00
IAGIYH $5.91 $1.31 $0.33 $0.42 $0.42 $0.07 $0.44 $2.99 $4.60
LEIIYH $46.14 $18.84 $1.98 $2.47 $2.47 $0.41 $1.58 $27.75 $27.30
MAPIYH $4.29 $1.29 $0.22 $0.27 $0.27 $0.05 $0.27 $2.37 $3.00
MBLIYH $92.59 $25.29 $4.88 $6.08 $6.08 $1.01 $4.90 $48.24 $67.30
MIGIYH $3.44 $0.64 $0.20 $0.25 $0.25 $0.04 $0.39 $1.77 $2.80
NABIYH $41.44 $8.14 $2.41 $3.01 $3.01 $0.50 $1.91 $18.98 $33.30
NCMIYH $23.58 $6.18 $1.26 $1.57 $1.57 $0.26 $2.69 $13.53 $17.40
ORGIYH $9.70 $3.00 $0.49 $0.60 $0.60 $0.10 $0.35 $5.14 $6.70
ORIIYH $30.25 $6.15 $1.75 $2.18 $2.18 $0.36 $2.65 $15.27 $24.10
PBLIYH $19.20 $2.90 $1.18 $1.47 $1.47 $0.24 $1.41 $8.67 $16.30
RIOIYH $100.49 $26.59 $5.36 $6.67 $6.67 $1.11 $7.60 $54.00 $73.90
SEVIYH $11.53 $2.53 $0.65 $0.81 $0.81 $0.14 $1.17 $6.11 $9.00
SGBIYH $35.94 $8.64 $1.98 $2.47 $2.47 $0.41 $1.69 $17.66 $27.30
STOIYH $14.48 $5.38 $0.66 $0.82 $0.82 $0.14 $0.61 $8.43 $9.10
SUNIYH $20.62 $4.42 $1.17 $1.46 $1.46 $0.24 $1.35 $10.10 $16.20
TAHIYH $17.52 $4.12 $0.97 $1.21 $1.21 $0.20 $0.76 $8.47 $13.40
TCLIYH $8.32 $2.22 $0.44 $0.55 $0.55 $0.09 $0.45 $4.30 $6.10
TELIYH $4.20 $1.00 $0.23 $0.29 $0.29 $0.05 $0.33 $2.19 $3.20
TENIYH $2.87 $0.47 $0.17 $0.22 $0.22 $0.04 $0.37 $1.49 $2.40
TLSIYH $4.72 $1.02 $0.27 $0.33 $0.33 $0.06 $0.34 $2.35 $3.70
12
TOLIYH $15.25 -$1.95 $1.25 $1.55 $1.55 $0.26 $3.24 $5.90 $17.20
WBCIYH $25.84 $5.34 $1.49 $1.85 $1.85 $0.31 $1.62 $12.46 $20.50
WDCIYH $21.10 $4.50 $1.20 $1.50 $1.50 $0.25 $1.12 $10.07 $16.60
WESIYH $44.28 $15.38 $2.09 $2.61 $2.61 $0.43 $0.93 $24.05 $28.90
WOWIYH $27.65 $6.55 $1.53 $1.91 $1.91 $0.32 $0.93 $13.15 $21.10
WPLIYH $47.20 $14.50 $2.37 $2.95 $2.95 $0.49 $2.64 $25.90 $32.70
1. The First Interest Amount represents the interest for the period between the date the Product Disclosure Statement was executed and the day before the
commencement of the Second Interest Period.
2. The Second Interest Amount will be fi xed for Commonwealth Bank Regular Instalments applied for on or before the Second Interest Date. For Commonwealth
Bank Regular Instalments applied for after the Second Interest Date, the Second Interest Amount will vary and represents the interest for the period between the
date of application for Commonwealth Bank Regular Instalments and the day before the commencement of the Third Interest Period.
3. The First Instalment is the sum of the Capital Amount, the First Interest Amount or, if you apply after the Second Interest Date, the Second Interest Amount, the
Prepayment Amount, the Protection Fee and the Establishment Fee.
4. Assuming there are no corporate actions which alter the Completion Payment - refer Section 10. Also note that in addition to this amount, Holders will have to pay
any Transfer Taxes on the transfer of the Underlying Security to the Holder.
Note: This table contains example pricing information. The table is illustrative only. The First Instalment (including the First Interest Amount or, if you apply after the
Second Interest Date, the Second Interest Amount, and the Protection Fee) that will actually apply to an Application will depend upon the day the Application is
processed. The actual fi gures will most likely be different to those set out above and will depend upon (among other things) the price of the Underlying Security
and the interest rate applied. The actual rate that will apply to an Application to calculate the First Interest Amount may be higher or lower than rates used in the
above table. A detailed example of the pricing of Commonwealth Bank Regular Instalments is contained in section 9 below.
13
The First InstalmentThe First Instalment is payable by Cash Applicants and
comprises the Capital Amount which is used to assist in
acquiring the Underlying Security, the First Interest Amount or,
if you apply after the Second Interest Date, the Second Interest
Amount, (which are variable until Commonwealth Bank Regular
Instalments are allocated), the Establishment Fee (which is
fi xed), the Protection Fee (which is variable) and the
Prepayment Amount. Each successful Cash Applicant will be
informed of the breakdown of the various components of the
First Instalment which has been paid.
The First Instalment to be paid by each Cash Applicant will
vary from day to day.
The actual amount of the First Instalment will be determined by
a number of factors including the price of the Underlying
Securities and the interest rate that applies on that day.
Establishment FeesEstablishment Fees will apply and will be paid as part of the
First Instalment. The Establishment Fee is 1.5% of the
Completion Payment.
From these fees, a number of costs will be paid including the
cost of issuing Commonwealth Bank Regular Instalments,
preparation of the Product Disclosure Statement and placement
fees and ongoing fees to participating organisations of the ASX
and other licensed entities approved by Commonwealth Bank
and whose stamp appears on the relevant Application Form.
Establishment Fees for each Commonwealth Bank Regular
Instalment are specifi ed in the example pricing table above.
Cash Applicants will pay the Establishment Fee as part of the
First Instalment. For Security Holder Applicants, the
Establishment Fee will form part of the funds advanced under
the Loan to those Applicants. Rollover Applicants may have the
Establishment Fee deducted from the Loan advanced to those
Applicants. However, if the Loan Amount is less than the sum of:
■ the completion payment under the Prior Series Instalment;
■ the First Interest Amount;
■ the Establishment Fee;
■ the Protection Fee; and
■ the Prepayment Amount,
then a Rollover Applicant may need to pay an amount to
Commonwealth Bank for the Establishment Fee (see the
discussion below on the Rollover Amount).
Protection FeesProtection Fees will apply and will be paid as part of the First
Instalment. These fees relate to the cost of acquiring the put
option in the “Request for Purchase Notice”, which allows
holders to sell the Underlying Security to Commonwealth Bank
and the Loan being non-recourse in nature. Section 5, Risk
Factors, gives further details on the factors affecting the value
of the Commonwealth Bank Regular Instalments. Some of
these factors are used in the calculation of cost of acquiring
the put option.
The Cash Back AmountAfter their application is accepted, successful Security Holder
Applicants will receive a Cash Back Amount consisting of the
Loan initially advanced to them less the Establishment Fee
(which is fi xed), the Protection Fee (which is variable), the First
Interest Amount (which is variable) or, if they applied after the
Second Interest Date, the Second Interest Amount (which is
variable) and the Prepayment Amount (which is fi xed). The
Cash Back Amount is variable. The Cash Back Amount should
be used for business or other investment purposes if you want
to claim interest as a deduction and can be used to acquire
further Commonwealth Bank Regular Instalments.
The Rollover AmountIn the event the Loan advanced to Rollover Applicants (being
the Second Capital Amount) is less than the sum of:
■ the completion payment under the Prior Series Instalment;
■ the First Interest Amount or, if you apply after the Second
Interest Date, the Second Interest Amount;
■ the Establishment Fee;
■ the Protection Fee; and
■ the Prepayment Amount,
then a Rollover Applicant will need to pay the difference, being
the “Rollover Amount”, to Commonwealth Bank. If the Loan is
greater than the amounts listed above, then the difference
must be used to acquire additional Regular Instalments and will
form part of the Loan to the Rollover Applicant.
Loan and Interest AmountsAn amount equal to the Second Capital Amount will be lent to
the Holder of a Commonwealth Bank Regular Instalment.
This Loan remains in place until the Completion Date (unless repaid
earlier). A Holder of a Commonwealth Bank Regular Instalment
will not be required to meet any margin calls on the Loan.
If you apply before the Second Interest Date, interest on the
Loan is paid in three payments:
(a) the First Interest Amount (interest in advance) for the period
from when an Applicant is entered on the register of Holders
to 14 May 2008 inclusive is incurred and paid at the time
the Loan is made. The interest rate for this part of the Loan
will be set by Commonwealth Bank and will vary according
to when an Application is made and when the applicable
Commonwealth Bank Regular Instalments are issued to the
successful Applicant but will be fi xed at that time; and
(b) the Second and Third Interest Amounts (interest in advance)
are incurred by and paid on behalf of the registered holder
from the Prepayment Amount provided as part of the
First Instalment. For applications after the Second Interest
Date, the Second Interest Amount is prepaid at the time
of investment. The periods to which each of these Interest
Amounts relates is set out below:
Interest Amount Interest Period
Second Interest Amount 15 May 2008 to 14 May 2009
Third Interest Amount 15 May 2009 to 14 May 2010
14
The Interest on the Loan may be tax deductible, depending on
the Holder’s particular circumstances - see the Greenwoods &
Freehills Pty Limited tax summary referred to in Section 6.
The Second Interest Amount and the Third Interest Amount for
a Holder do not vary once issued, even if the Completion
Payment is paid before the Completion Date or if the
Completion Date is brought forward if an Early Completion
Date applies. However, in these circumstances Commonwealth
Bank has a discretion to reduce the Second Interest Amount
and Third Interest Amount.
Certain Interest Amounts may also be reduced in
circumstances where a Special Dividend has been paid in
respect of an Underlying Security. A reduction of an Interest
Amount of this kind will be used to reduce the Completion
Payment – see Section 9 below.
Completion PaymentUnless there is a corporate action which causes the
Completion Payment to change (see the discussion of
corporate actions in section 10) the Completion Payment for
each Commonwealth Bank Regular Instalment is fi xed as set
out in the Example Pricing Table above. Investors should note
that Holders will also need to pay any Transfer Taxes on a
transfer of the Underlying Security to the Holder.
Placement and ongoing feesCommonwealth Bank may pay a placement fee of up to 1.5%
(inclusive of GST) of the Completion Payment, and an ongoing
fee of 0.275% (inclusive of GST) per annum, of the Completion
Payment that applies to the relevant Commonwealth Bank
Regular Instalment to participating organisations of the ASX
(including Commonwealth Securities Limited) and other
licensed entities approved by Commonwealth Bank and
Commonwealth Securities Limited whose stamp appears on
the relevant Application Form. The ongoing fee will be paid for
such time as the relevant holder continues to hold the
Commonwealth Bank Regular Instalments.
Trustee: no separate feesShare Direct Nominees Pty Limited is the Trustee of each
Separate Trust. Share Direct Nominees Pty Limited has been
appointed as an Authorised Representative to provide
custodial services on behalf of the Broker to holders of
warrants under offerings which the Broker promotes. Neither
the Broker nor Share Direct Nominees Pty Limited will receive
separate remuneration or commission or other benefi ts in
respect of the provision of services by the Trustee. The Trustee
will have a right to be reimbursed for costs it incurs in selling
any Underlying Securities if such sale is permitted under the
terms of issue (such costs would primarily be comprised of
brokerage charged by third parties, which could include the
Broker). Commonwealth Bank does indemnify the Trustee for
various costs and liabilities reasonably and properly incurred by
the Trustee in performing or exercising any of its powers or
duties under the Trust Deed and for certain other matters.
Stamp DutyThe stamp duty comments below are made on the basis that
at the time of the relevant transaction:
■ the Commonwealth Bank Regular Instalment or Underlying
Security will be quoted on the ASX;
■ there will be at least 300 Security holders in any Listed
Entity that is a trust (where associates are treated as a
single Security holder);
■ no person (together with their associates) will hold 20% or
more of the Underlying Securities of any Listed Entity;
■ the largest 20 holdings of Underlying Securities in any Listed
Entity will be entitled to less than 75% of the total issued
Underlying Securities of that Listed Entity (where associates
are treated as a single Security holder).
Transfer of Underlying Securities to TrusteeUnderlying Securities will be purchased for Cash Applicants
and transferred to the Trustee.
An Underlying Security held by a Security Holder Applicant will
be transferred to the Trustee. Rollover Applicants will have
securities held on trust for them transferred to the Trustee.
The purchase and transfers described above will not be liable
to duty in any Australian jurisdiction under current legislation.
Issue of Commonwealth Bank Regular InstalmentsThe issue of a Commonwealth Bank Regular Instalment will not be
liable to duty in any Australian jurisdiction under current legislation.
Transfers of Commonwealth Bank Regular InstalmentsNon-paper transfersThe transfer of a Commonwealth Bank Regular Instalment will
not be liable to duty in any Australian jurisdiction under current
legislation where that transfer is conducted on-market through a
broker, or off-market by means of an ASTC-regulated transfer.
Paper transfersA paper-based transfer of a Commonwealth Bank Regular
Instalment may be subject to nominal duty of $20 under current
legislation in one or both of Western Australia or the Northern
Territory if the transfer is executed as a deed. Such duty may be
payable if the transfer is executed in one of those jurisdictions, if
the relevant Listed Entity is taken to be registered in Western
Australia, or if the relevant Underlying Security is registered on a
share register maintained in the Northern Territory.
Buy-back or cancellation of Commonwealth Bank Regular InstalmentsA buy-back or cancellation by Commonwealth Bank of a
Commonwealth Bank Regular Instalment will not currently be
subject to duty in any Australian jurisdiction under current legislation.
Transfer to HolderThe transfer of the Underlying Security to the Holder if the
Holder lodges a Completion Notice and makes the Completion
Payment will not be subject to duty in any Australian jurisdiction
under current legislation.
Transfer to Commonwealth BankThe transfer of the Underlying Security to Commonwealth
Bank if the Holder lodges a Request for Purchase Notice will
not be subject to duty in any Australian jurisdiction under
current legislation.
15
Investing in Commonwealth Bank Regular Instalments involves
a degree of risk. Potential investors should ensure that they
understand fully all of the risks involved in holding
Commonwealth Bank Regular Instalments and Commonwealth
Bank recommends that potential Applicants obtain
independent fi nancial advice on the risks. This section is a
summary of some of these risks, but is not a substitute for
independent advice relevant to your specifi c circumstances. A
decision to invest should only be made after carefully
considering the suitability of Commonwealth Bank Regular
Instalments with your fi nancial adviser.
Investors are also encouraged to read the ASX booklet,
“Understanding Trading and Investment Warrants”.
If you are considering an investment in Commonwealth Bank
Regular Instalments you should be aware that:
■ The return on the Commonwealth Bank Regular Instalments
may be zero and you may lose all of the money already paid
on the Commonwealth Bank Regular Instalments.
■ The return on the Commonwealth Bank Regular
Instalments, if any, may be less than the return you could
earn on other investments and will be different to the return
that would be achieved if you acquired Underlying Securities
instead of Commonwealth Bank Regular Instalments.
By investing in Commonwealth Bank Regular Instalments, you
are gearing your investment so that you will have greater
exposure to rises and falls in the price of the Underlying Security.
You may only obtain title to the Underlying Security (in respect of
which you have already paid the First Instalment) if you make the
Completion Payment. It is possible that the Completion Payment,
when added to the First Instalment, will be greater than the
market value of the Underlying Security at the time the
Completion Payment is paid. If you choose not to make the
Completion Payment, the Underlying Security will be sold and
the proceeds applied in the manner described in Section 2 of
this Product Disclosure Statement, “Offer Summary”.
Performance by Commonwealth BankThe value of the Commonwealth Bank Regular Instalments
depends on, among other things, the ability of Commonwealth
Bank to perform its obligations in accordance with the Trust
Deed. Those obligations may include arranging the transfer of
the Underlying Security to the Holder after the Completion Date
(or paying liquidated damages in cash as provided for under the
ASX Group Rules), paying an amount if the Holder fails to duly
deliver a Completion Notice or paying the Completion Payment.
The fi nancial performance of Commonwealth Bank may affect
its ability to meet such obligations.
4. Benefi ts to Investors
Investing in Commonwealth Bank Regular Instalments may
provide a number of potential benefi ts. These potential benefi ts
include the following:
Leveraged exposure to any capital gains on the Underlying SecuritiesCommonwealth Bank Regular Instalments provide investors
with leveraged exposure to the Underlying Security. Investors
will have a greater exposure to capital gains than if the same
amount invested had been used to purchase the Underlying
Security. This also means that investors have a greater
exposure to falls in price – see Section 5 on “Risk Factors”.
Right to receive ordinary dividends or distributionsInvestors will have a right to receive ordinary dividends or
distributions declared on the Underlying Security. Investors
should note the comments in Section 9 on Special Dividends,
which may be applied to reduce the Completion Payment.
Enhanced dividend yieldsThrough the leveraged exposure to the Underlying Security,
Investors should receive a higher yield of dividends when
compared with the purchase of the relevant Underlying
Security without leverage.
Franking creditsInvestors may be entitled to the benefi t of franking credits on
dividends or distributions paid on the Underlying Security
(depending on individual circumstances – see Section 6 on Tax).
Potential tax deductionsInvestors may be able to utilise a number of potential tax
deductions. Information on these is contained in the section
headed “Potential tax deductions” in Section 2 and in the
Greenwoods & Freehills Pty Limited tax summary in Section 6,
which you should read carefully.
Ability to trade on ASXCommonwealth Bank Regular Instalments can be traded on
ASX, just like shares.
No margin calls or annual resetsInvestors will not have to pay margin calls or annual resets on
Commonwealth Bank Regular Instalments.
5. Risk Factors
16
The performance by Commonwealth Bank of its obligations
under the Commonwealth Bank Regular Instalments is not
guaranteed by ASX, the National Guarantee Fund, the
Australian Clearing House or any other person. These are
unsecured contractual obligations which rank equally with
Commonwealth Bank’s other unsecured obligations and with
its unsecured debt other than liabilities preferred by law. In this
regard section 13A(3) of the Banking Act 1959 (Cth) provides
that if Commonwealth Bank becomes unable to meet its
obligations, the assets of Commonwealth Bank in Australia are
to be used to meet its deposit liabilities in Australia in priority to
all other liabilities of Commonwealth Bank (which include any
obligations of Commonwealth Bank in respect of the
Commonwealth Bank Regular Instalments).
Section 7 includes information about Commonwealth Bank.
Investors must, however, make their own assessment of the
ability of Commonwealth Bank to meet its obligations in
respect of Commonwealth Bank Regular Instalments.
Factors affecting value of Commonwealth Bank Regular InstalmentsThe market price, that is the First Instalment of a Commonwealth
Bank Regular Instalments is expected to depend on the following
factors. The table also provides a general indication of how the
value will change given a change in the factor.
Factors affecting market price
Change in factor
Effect on First Instalment
Price of the Underlying
Security;
Volatility of the Underlying
Security;
Time remaining until the
Completion Date;
Level of interest rates in
Australia;
Dividend paid by the
Underlying Security;
Other factors that may affect the market price include:
■ the real or anticipated changes in general economic conditions
and the earnings results of the Underlying Security;
■ corporate actions (such as takeovers) associated with the
Underlying Security.
From time to time Commonwealth Bank (or subsidiaries of
Commonwealth Bank) may deal in the securities of the Listed
Entities (including the Underlying Securities). Signifi cant dealing
in such securities may impact on the market price of the
Underlying Securities.
The market price of a Commonwealth Bank Regular Instalment
is likely to fall if the market price of the Underlying Security falls.
Commonwealth Bank makes no representation or warranty as
to the performance of the Underlying Security or the
Commonwealth Bank Regular Instalments themselves.
Possible illiquidity of trading marketThere is no accurate indication as to the extent to which the
Commonwealth Bank Regular Instalments will trade in the
secondary market, nor is there suffi cient evidence as to
whether that market will be liquid or illiquid. The liquidity of the
Commonwealth Bank Regular Instalments may be affected by
the liquidity of the Underlying Security.
General market risksGeneral movements in local and international stock markets,
prevailing and anticipated economic conditions, investor
sentiment, interest rates and exchange rates could all affect the
market price of Commonwealth Bank Regular Instalments.
These risks are generally applicable to any investment on the
ASX or any other stock market. It is possible that the impact of
these matters on Commonwealth Bank Regular Instalments will
differ from their impact on the price of the Underlying Securities.
Takeover of Listed EntitiesIf a takeover offer is made for a Listed Entity the Trustee will not
accept the offer in respect of the Underlying Securities.
Although a Holder may elect to complete early,
Commonwealth Bank gives no assurance that Underlying
Securities acquired by a Holder as a result of the completion of
Commonwealth Bank Regular Instalments will be able to
participate in any takeover offer for the relevant Listed Entity.
Commonwealth Bank does not undertake to do anything other
than to enable an exercising holder to take delivery of the
Underlying Security in accordance with the Trust Deed.
The Completion Date for the Commonwealth Bank Regular
Instalments is not affected by any takeover offer for the Underlying
Security unless Commonwealth Bank declares an Early
Completion Date. Commonwealth Bank has no obligation to do so.
Early Completion Date (including delisting of the Underlying Security)
Commonwealth Bank may, at any time, in its absolute
discretion but only with the prior written consent of the ASX,
nominate an Early Completion Date, and provide reasonable
notice to the Trustee and Holders, if any of the following occurs
in relation to the Underlying Security or a Commonwealth Bank
Regular Instalment:
■ (except if caused by Commonwealth Bank) actual or
proposed delisting, suspension or withdrawal of admission
to trading status.
■ a Tax Event (generally, any tax change which has a
material fi nancial effect on the issue, holding, adjustment,
reconstruction, cancellation or expiry, or completion of
Commonwealth Bank Regular Instalments).
■ a Takeover Bid, a Scheme or a Buy-Back Offer.
If an Early Completion Date is nominated, that date becomes
the Completion Date for the Commonwealth Bank Regular
Instalments. Investors should be aware, therefore, that there is a
risk that a Completion Payment may have to be made by them
before the Completion Date specifi ed in the Summary Table in
section 2 or they will lose rights to the Underlying Security
underlying their Commonwealth Bank Regular Instalments.
17
In this situation, the Second Interest Amount and the Third
Interest Amount do not vary and the Second Interest Amount
and/or the Third Interest Amount will be due and payable on
the Early Completion Date. Commonwealth Bank may in its
absolute discretion reduce the Second Interest Amount and
the Third Interest Amount in these circumstances.
Exercise of discretion by Commonwealth BankSome provisions of the Trust Deed confer discretions on
Commonwealth Bank, including the discretion to nominate an
Early Completion Date. The exercise or non-exercise of these
discretions could adversely affect the value of Commonwealth
Bank Regular Instalments.
Holders do not have the power to direct Commonwealth Bank
concerning the exercise of any discretion, although
Commonwealth Bank may only exercise certain discretions with
the consent of ASX. The discretions are set out in the Trust Deed.
Changes to Trust DeedCommonwealth Bank may in certain circumstances make
changes to the Trust Deed. These circumstances are set out in
the Trust Deed.
Suspension of trading in Commonwealth Bank Regular InstalmentsTrading of Commonwealth Bank Regular Instalments on the
ASX’s stock market may be halted or suspended by the ASX.
This may occur whenever the ASX deems such action
appropriate in the interests of maintaining a fair and orderly
market in Commonwealth Bank Regular Instalments or
otherwise deems such action advisable in the public interest or
to protect investors.
Commonwealth Bank may (with the consent of ASX), if a
withdrawal or suspension of the Commonwealth Bank Regular
Instalments occurs nominate an Early Completion Date (except
where the withdrawal or suspension is caused by
Commonwealth Bank).
Relationships among Commonwealth Bank, Trustee and HoldersThe Trustee acts as trustee for the Holders (and, to a limited
extent, for Commonwealth Bank) only in accordance with the
Trust Deed. The Trustee is a related body corporate of
Commonwealth Bank. Commonwealth Bank does not
guarantee or undertake to ensure the performance by the
Trustee of its obligations under the Trust Deed.
The Trustee is obliged or permitted under the Trust Deed in
certain cases to sell trust property, including to
Commonwealth Bank, at prices determined by reference to the
market. The Trustee is also permitted to sell trust property
relating to more than one Commonwealth Bank Regular
Instalment as part of the one transaction. Dealing with
Commonwealth Bank, and dealing with aggregated trust
property, might result in proceeds that would be different if the
Trustee had dealt with a different counterparty or in respect of
the trust property of a single Holder only or both.
The rights of Holders against Commonwealth Bank in respect of
Commonwealth Bank Regular Instalments are as set out in the
Trust Deed. Commonwealth Bank only has those obligations set
out or provided for in the Trust Deed, and does not otherwise
owe contractual, fi duciary or other obligations or liabilities to
Holders. Accordingly, any profi ts earned and any losses incurred
by Commonwealth Bank, the Broker and their associates, in
relation to Commonwealth Bank Regular Instalments, the
Underlying Security, other warrants, derivatives or other
products accrue entirely to those parties, without any claim to or
interest in them by Holders or other persons.
National Guarantee Fund - not a Guarantor in all casesIf the trade has been made through the ASX stock market, an
investor may claim against the National Guarantee Fund if its
broker fails to complete a purchase or sale of a
Commonwealth Bank Regular Instalment. An investor cannot
make a claim against the fund for loss caused by an
investment decision, or by Commonwealth Bank’s failure to
issue a Commonwealth Bank Regular Instalment or to meet its
settlement obligations arising from the lapse or exercise of a
Commonwealth Bank Regular Instalment.
Potential confl icts of interestInvestors should be aware that companies in the
Commonwealth Bank Group may buy Commonwealth Bank
Regular Instalments or exchange traded options over the
Underlying Securities as principals and may conduct
transactions as principal in various securities, including in the
Underlying Securities. The Broker may conduct such
transactions as agent for Commonwealth Bank and its
subsidiaries, as well as for other principals or itself.
Subsidiaries of Commonwealth Bank may from time to time
receive a discount, commission or fee from Commonwealth
Bank in respect of Commonwealth Bank Regular Instalments,
including possibly those placed by the Broker. The Broker may
charge brokerage on transactions in Commonwealth Bank
Regular Instalments in the secondary market. Members of the
Commonwealth Bank Group may from time to time advise,
lend to or conduct trading activities with the Listed Entities or
companies associated with them. Those activities are
unrelated to the Commonwealth Bank Regular Instalments.
The Prepayment Amounts will be placed in a non-interest
bearing account with Commonwealth Bank, subject to the
terms of the Trust Deed. Commonwealth Bank will have the
benefi t of the use of funds representing the Prepayment
Amounts (although this benefi t has been taken into account
when pricing the interest rate payable on the Loan).
In the event the Trustee had to sell Underlying Securities
because of a Request for Purchase Notice, or to meet an
Assessed Value Payment or otherwise, it may cause the
Underlying Securities to be sold through the Broker in which
case the Broker would charge commercial brokerage rates.
18
6. Taxation Considerations
MLC Centre Martin Place Sydney NSW 2000 Australia Telephone +61 2 9225 5955 Facsimile +61 2 9221 6516GPO Box 4982 Sydney NSW 1044 Australia www.gf.com.au
Liability limited by the Accountants' Scheme, approved under the Professional Standards Act 1994 (NSW)Greenwoods & Freehills Pty Limited ABN 60 003 146 852
31 July 2007
Commonwealth Bank of Australia6th Floor48 Martin PlaceSYDNEY NSW 2000
Dear Directors
Tax SummaryCommonwealth Bank Long Dated Instalments
This summary has been prepared for inclusion in the Product Disclosure Statement to be issued byCommonwealth Bank of Australia (the “Issuer”) on or after 31 July 2007 in relation to the offerof a 44 Series of Commonwealth Bank Long Dated Instalments (“Commonwealth BankInstalments”) over Underlying Securities.
The following is a general summary of the main Australian income tax and goods and services tax(“GST”) implications of an investment in Commonwealth Bank Instalments by the followingclasses of taxpayer (“Holders”):
• Australian tax resident individual taxpayers; and
• Australian tax resident complying superannuation funds;
with income years ending on 30 June that do not carry on the business of trading or dealing inshares, warrants or similar instruments or otherwise hold investments on revenue account.Taxpayers with substituted accounting periods and other classes of taxpayers should seek theirown independent advice.
Unless otherwise stated, this tax summary is based on law and administrative practice in force asat the date of this letter, and all of which are subject to change, possibly with retrospective effect.It is necessarily general in nature and does not take into account the specific circumstances of eachpotential investor. It is not advice and should not be relied upon as such. Potential investorsshould satisfy themselves as to the potential tax consequences of investing in CommonwealthBank Instalments in their own circumstances by consulting their own professional adviser.
This summary does not cover the taxation consequences of extraordinary events in relation to theUnderlying Security, including a bonus issue, takeover, capital reduction, scheme of arrangementor other unusual dealing affecting the Underlying Security.
This summary does not cover the taxation consequences of any Rollover Payment made by aRollover Applicant. We understand that such Rollover Payment will be part of the completionpayment (under the Prior Series Instalments). In this case, Rollover Applicants should refer to theProduct Disclosure Statement relating to the Prior Series Instalments and obtain their ownindependent advice concerning the tax treatment of such payment.
All capitalised terms used in this summary that are not elsewhere defined have the meaningascribed to them in the Product Disclosure Statement and/or the Trust Deed. For the avoidance ofdoubt, a Holder includes a Security Holder Applicant and a Rollover Applicant where the contextpermits.
Unless otherwise indicated, all references in this summary to legislative provisions are to theprovisions of the Income Tax Assessment Act 1936 and the Income Tax Assessment Act 1997(collectively, “the Act”), as applicable.
19
Greenwoods\003752730 31 July 2007 page 2
Liability limited by the Accountants’ Scheme, approved under the Professional Standards Act 1994 (NSW)Greenwoods & Freehills Pty Limited ABN 60 003 146 852
1 Tax Treatment of Interest Amounts
1.1 Deductibility of Interest AmountsFor income tax purposes, the term “interest” takes its ordinary legal meaning. The InterestAmounts should be properly characterised as interest, being amounts which accrue over time tocompensate the lender (being the Issuer) for being kept out of the use and enjoyment of theborrowed monies, calculated by reference to a principal sum.
Part of an Interest Amount may nevertheless be treated under s.247-20 of the Income TaxAssessment Act 1997 (the “capital protected borrowing provisions”) as being incurred by theHolder for a put option. Broadly, this will be the case if the total Interest Amounts incurred in aparticular income year correspond to an interest rate that exceeds the Reserve Bank of Australia’s“Indicator Rate for Personal Unsecured Loans - Variable Rate” (the “Indicator Rate”)prevailing at the time the Holder acquired those Commonwealth Bank Instalments. The IndicatorRate can currently be accessed at: http://www.rba.gov.au/Statistics/Bulletin/F05hist.xls.
Any amount so treated as being incurred for a put option should not be deductible to a Holder - inwhich case the amount should be included in the CGT cost base of the Put Option in the same wayas the Protection Fee is included in the CGT cost base of the Put Option (see section 5 below).
Whether s.247-20 applies in this way cannot be determined until a Holder acquires theirCommonwealth Bank Instalments. Nevertheless, having regard to the Indicator Rate applying asat the date of this Product Disclosure Statement, the Commonwealth Bank is able to make thefollowing general observations about the potential application of s.247-20:
• For Holders who acquire their Commonwealth Bank Instalments in the primary market(ie, upon issue) - s.247-20 should not generally treat any part of the Interest Amounts asbeing incurred for a put option.
• For Holders who acquire their Commonwealth Bank Instalments in the secondary market(eg, by purchase on the ASX) – s.247-20 should generally only treat part of the InterestAmounts as being incurred for a put option if there has been a significant fall in therelevant Reserve Bank of Australia Indicator Rate after the date that their CommonwealthBank Instalments were acquired in the primary market.
Relevantly, pursuant to s.8-1, interest incurred by a taxpayer will be an allowable deduction to theextent that the borrowed funds are used in producing assessable income or in carrying on abusiness for that purpose, unless it is a loss or outgoing of capital or of a capital nature.
In determining whether interest is deductible pursuant to s.8-1, Courts have generally looked at theuse to which the borrowed moneys are put. In this regard, we note that an Applicant who acquiresCommonwealth Bank Instalments for the purpose of deriving assessable income in the form ofdividends on the Underlying Security, should be allowed a deduction for the Interest Amounts,subject to our comments below. However, the Interest Amounts may not be deductible if they areincurred by the Holder solely for the purpose of deriving capital gains.
In relation to a Security Holder Applicant, it will be necessary to have regard to the use to whichthe amount borrowed (being the Cash Back Amount plus the Establishment Fee, the ProtectionFee and the Interest Amounts) is put in order to determine the prima facie deductibility of theInterest Amounts. The Cash Back Amount must be used for the purpose of producing assessableincome, such that it is likely that a deduction may be available in those cases. We note that if, forexample, the Cash Back Amount is used to purchase assets solely for the purpose of deriving acapital gain, the Interest Amounts may not be allowable as a deduction. The determination of thisissue will depend upon the circumstances of each Security Holder Applicant.
In the case of a Rollover Applicant, it will be necessary to distinguish between those RolloverApplicants who were cash applicants (under the Prior Series Instalments) and those who weresecurity holder applicants (under the Prior Series Instalments). If a Rollover Applicant was a cashapplicant (under the Prior Series Instalments) then if such Holder acquires Commonwealth BankInstalments for the purposes of deriving assessable income in the form of dividends on theUnderlying Security, such Holder should be allowed a deduction for the Interest Amounts. This isconsistent with the ATO’s view expressed in a public ruling (TD 2005/4).
If a Rollover Applicant was a security holder applicant (under the Prior Series Instalments), then itwill be necessary to have regard to the use to which the amount borrowed (under the Prior Series
20
Greenwoods\003752730 31 July 2007 page 3
Liability limited by the Accountants’ Scheme, approved under the Professional Standards Act 1994 (NSW)Greenwoods & Freehills Pty Limited ABN 60 003 146 852
Instalments) was put to determine the deductibility of the Interest Amounts. If such amount wasused for business or investment purposes, it is likely that a deduction may be available in thosecases. However, if, for example, the amount borrowed (under the Prior Series Instalments) wasused to purchase assets solely for the purpose of deriving a capital gain, the Interest Amounts maynot be allowed as a deduction. The determination of these issues will depend upon thecircumstances of each Rollover Applicant.
In relation to secondary market purchasers who acquire the Commonwealth Bank Instalmentsprior to the payment of the Third Interest Amount, if such holders acquire their CommonwealthBank Instalments for the purpose of deriving assessable income in the form of dividends on theUnderlying Security, they should be allowed a deduction for any Interest Amounts incurred bythem.
1.2 Timing of Interest Deduction
Interest on the Loan for an interest period will be prepaid on each annual interest payment date.For Applicants, depending upon the date of application, the First Interest Amount or SecondInterest Amount will be prepaid at the time of investment. The Trustee will pay the remainingprepaid interest (being an Interest Amount) on each subsequent interest payment date, on behalf ofa Holder, from the Prepayment Trust.
Different sets of rules apply to prepaid expenditure depending upon the tax profile of the taxpayerincurring the expenditure.
Generally, one set of rules applies to individual taxpayers who are not carrying on a business andsmall business taxpayers who have elected to enter the simplified tax system. A different set ofrules applies to other types of taxpayers, for example, non-individual taxpayers who are incurringnon-business expenditure (for example, Australian resident complying superannuation funds) andtaxpayers (including individuals) who are incurring business expenditure.
Holders who are individuals not carrying on a business will be subject to a twelve month rule forthe prepaid Interest Amounts. Broadly, this rule permits an outright deduction for deductibleprepayments which relate to a period not exceeding twelve months, where the period to which theprepayment relates ends no later than the last day of the income year following the income year inwhich the prepayment was incurred. We are advised that each Interest Amount will relate to aperiod of twelve months or less and that each period to which each Interest Amount relates willend no later than the last day of the income year following the income year in which each InterestAmount was incurred.
Accordingly, individuals incurring the Interest Amounts as non-business expenditure shouldgenerally be entitled to an outright deduction for the Interest Amounts in the income year in whichthey are paid (either at the time of investment or by the Trustee on behalf of the individual),subject to the comments below regarding “tax shelter” arrangements.
As regards those Holders which are Australian tax resident complying superannuation funds notcarrying on a business, such Holders will generally have to spread the deduction for each prepaidInterest Amount over the term to which the Interest Amount relates.
Certain measures (refer ss.82KZME and 82KZMF) seek to deny upfront deductions forprepayments which relate to “tax shelter” arrangements. In order for the provisions to apply, it isnecessary that, inter alia:
• in the income year in which the prepayment is incurred, the taxpayer’s allowabledeductions attributable to the arrangement exceed the assessable income attributable tothe arrangement;
• the taxpayer does not have day to day control over the arrangement; and
• there is either more than one participant in the arrangement, aside from the taxpayer, or aperson who manages, arranges or promotes the arrangement, or promotes similararrangements for other taxpayers.
Based on product rulings relating to other instalment warrants, it appears the view of theCommissioner of Taxation (the “Commissioner”) is that instalment warrants such as theCommonwealth Bank Instalments prima facie satisfy the above criteria. If the measures applied toCommonwealth Bank Instalments, the effect would be, in all cases, to spread the deduction foreach Interest Amount over the period to which it relates.
21
Greenwoods\003752730 31 July 2007 page 4
Liability limited by the Accountants’ Scheme, approved under the Professional Standards Act 1994 (NSW)Greenwoods & Freehills Pty Limited ABN 60 003 146 852
However, there is an exception to the measures where the expenditure is interest on moneyborrowed to acquire listed shares or units in certain unit trusts and the taxpayer can reasonably beexpected to receive dividends or trust income. Holders who are Cash Applicants should be able tosatisfy this exception to the extent the Underlying Securities comprise shares in listed companies.The Commissioner appears to have accepted this position in a number of product rulings relatingto other instalment warrants.
The position in relation to Underlying Securities which comprise, or include, units in a unit trust isless certain, as the exception only applies in relation to units in “widely held unit trusts” - and thisterm is defined in a restrictive manner. Although the ATO has previously applied the exception inproduct rulings relating to similar instalment warrants, Cash Applicants should seek their ownadvice regarding the potential application of this exception where the Underlying Securitiescomprise, or include, units in a unit trust.
Security Holder Applicants and Rollover Applicants should seek their own advice regarding thepotential application of these provisions.
If a Holder is required to spread the deductions for prepaid Interest Amounts (under the rulesoutlined above) and such Holder sells its Commonwealth Bank Instalment prior to the CompletionDate, the Holder will be entitled to deduct the Interest Amount, which would otherwise bededucted in a later income year (under these rules), in the income year in which the sale occurs.
1.3 Refund of Prepaid Interest Amounts
Where there is an Early Completion Date, application of a special cash dividend to reduce theLoan Amount or other extraordinary event pursuant to which the Holder is entitled to a refund ofsome of the Interest Amounts and the Holder has or will claim a deduction in relation to suchamount, the Holder will be required to include the amount in assessable income in the income yearin which it is received.
2 Establishment FeeAn Establishment Fee will be paid by Applicants as part of the First Instalment. From theEstablishment Fee, a number of costs will be paid, including amounts which can be on-paid by theIssuer as commission to distributors of Commonwealth Bank Instalments.
To the extent the Loan or the Cash Back Amount (where relevant) is used for income producingpurposes, and in the case of Rollover Applicants who were security holder applicants (under thePrior Series Instalments), the amount borrowed under the Prior Series Instalments was used forincome producing purposes, Holders will be entitled to a deduction for the Establishment Fee on adaily accruals basis over the term of the Loan. If there is an early termination or repayment of theLoan (in this respect, the Loan will be treated as terminating on the sale of the CommonwealthBank Instalments on the ASX), the undeducted Establishment Fee will be allowed as a deductionin the income year in which the early termination, repayment or sale occurs.
3 Protection FeeThe Protection Fee is the cost of the Holder acquiring the capital protection afforded by the PutOption. The Protection Fee will not be deductible in the year in which it is paid. Instead, it will bedealt with under the capital gains tax provisions (refer to paragraph 5 below).
4 Distributions paid on Underlying Security
4.1 DividendsThe Trust Deed provides that an amount corresponding to each ordinary cash dividend paid on theUnderlying Security is to be distributed by the Trustee to the Holder. A Holder will be effectivelytaxed in respect of dividend distributions in the same manner as if they had held the UnderlyingSecurity directly. That is, the Holder will be presently entitled to any dividend paid on theUnderlying Security and will accordingly include in assessable income the amount of the dividend,together with a gross-up amount which represents the franking credits allocated to the dividend.The Holder will in turn generally be entitled to a franking credit equal to the gross up amount(although refer to comments below in relation to the holding period rules). To the extent that thefranking credits exceeds the tax liability of the Holder for the income year, the Holder will beentitled to a refund of such excess franking credits.
22
Greenwoods\003752730 31 July 2007 page 5
Liability limited by the Accountants’ Scheme, approved under the Professional Standards Act 1994 (NSW)Greenwoods & Freehills Pty Limited ABN 60 003 146 852
The comments above apply equally to any cash special dividends, whether those dividends arepaid to the Holder or applied to reduce the Loan Amount. In particular, if a cash special dividendis applied (in whole or in part) to reduce the Loan Amount, the Holder will be required to includethe dividend (grossed up to include the franking credit) in its assessable income. The Holder willgenerally be entitled to a franking credit (although refer to the comments below in relation to theholding period rules).
Franking credit benefits are only available to “qualified persons”. A “qualified person” will eitherhave passed a minimum holding period test in relation to a particular distribution or otherwisequalify for a specific exemption.
For the purposes of the holding period rules, it is necessary that a Holder have a vested andindefeasible interest in the trust property (ie, the Underlying Securities). We consider that such aninterest is achieved under the terms of the Trust Deed.
The holding period rules essentially require that a taxpayer must hold its interest in shares “at risk”for a specified period in order to qualify for franking credit benefits. For ordinary shares, theholding period is at least 45 days (not including the day of acquisition or the day of disposal). Theholding period rules must be satisfied at some time during the period from the date of acquisitionof the interest until 45 days after the shares are quoted ex-dividend. The holding period rules mustalso be satisfied where a taxpayer makes a related payment in relation to a distribution (broadly,any arrangement that has the effect of passing on the benefit of the distribution) within the period45 days on either side of the relevant interest becoming ex-dividend.
In calculating the holding period rules, any days where the Holder has materially diminished itsrisk of loss or opportunity for gain in relation to the interest are excluded. A Holder is taken tohave materially diminished risk if the Holder’s net position in relation to the Underlying Securityis such that the Holder has less than 30% of the risks and opportunities associated with theUnderlying Security.
We are advised that, at the time of issue of the Commonwealth Bank Instalments, the limitedrecourse nature of the Loan and the Put Option would not result in the Holder having materiallydiminished risks of loss or opportunities for gain in relation to a Commonwealth Bank Instalment.Unless Applicants enters into other “positions” in relation to Commonwealth Bank Instalments,Applicants are taken to continue to have the same level of risks and opportunities (technically, a“delta”) associated with Underlying Securities as they had when they acquired theirCommonwealth Bank Instalments.
Holders who acquire Commonwealth Bank Instalments on market and Holders (includingApplicants) who enter into any other “positions” as defined in the Act in relation to the UnderlyingSecurity should seek independent advice as to whether they satisfy the holding period rules.
In any event, in respect of a Holder that is an individual, a blanket exemption from the holdingperiod rules (apart from in respect of the related payments rule) applies for Holders with a totalfranking credit entitlement of $5,000 or less (in respect of their entire holding of shares andinterests in shares) for any relevant income year.
4.2 Trust distributions
Subject to the comments below, a Holder’s assessable income will generally include an amountequal to distributions received on the Underlying Securities where the Security is a unit in a unittrust.
Certain distributions from unit trusts may be “tax deferred”. A Holder’s assessable income shouldnot generally include “tax deferred” amounts when they are received. Instead, these distributionsgenerally reduce the cost base of the Holder’s interest in the Underlying Securities, and so mayincrease any capital gain (or decrease any capital loss) on a subsequent disposal of the UnderlyingSecurities. If the total of these “tax deferred” distributions exceeds the cost base for the Holder’sinterest in the Underlying Securities, then the excess will be taxed as a capital gain to the Holder inthe tax year the excess is distributed.
A Holder’s assessable income will include a share of dividends distributed by the unit trust. AHolder’s assessable income will also include the amount of any franking credits on thosedividends. The Holder may be entitled to tax offsets equal to the amount of the franking credits.However, where the Underlying Securities are units the application of the franking credit tradingprovisions is even more complicated than where they are shares for two reasons. Firstly, the trust
23
Greenwoods\003752730 31 July 2007 page 6
Liability limited by the Accountants’ Scheme, approved under the Professional Standards Act 1994 (NSW)Greenwoods & Freehills Pty Limited ABN 60 003 146 852
must also satisfy the franking credit trading provisions and secondly the Holder’s economicexposure to the Underlying Securities may be affected by the terms of the relevant trust deed.Holders should seek their own specific advice on this issue.
Broadly, if the unit trust makes a capital gain, then Holders can offset the amount of theirdistribution attributable to the capital gain against their capital losses. If the unit trust makes adiscount capital gain, then Holders are treated as having made a capital gain equal to double theamount of their distribution attributable to the discount capital gain, which effectively negates thediscount capital gain applying at the trust level. Holders may then be entitled to the CGT discounton that capital gain in their hands (see further section 7.1 below).
A Holder’s assessable income will include any foreign tax paid on foreign income derived by thetrust. The Holder will then generally be entitled to a tax offset for the foreign tax, capped at theamount of Australian tax payable on the total of that type of foreign income and the foreign tax.
If the trust is a public trading trust, the trust will be treated as a company and distributions will bedeemed to be dividends so that the tax consequences described in section 4.1 above will generallyapply instead.
5 Capital Gains Tax Considerations
5.1 General
The transfer of the Underlying Security to the Trustee, the grant of the Security Interest over theUnderlying Security and the retransfer of the Underlying Security to the Holder should not haveany capital gains tax (“CGT”) consequences (although refer to the comments below in relation tothe capital loss that may arise in relation to Put Option).
The comments in this paragraph 5 and also paragraph 6 below are premised on the basis that,notwithstanding that the Underlying Securities are held on trust by the Trustee, the Holder iseffectively treated as the relevant owner of the Underlying Securities for CGT purposes. TheCommissioner has released a draft public tax ruling (TR 2004/D25) which casts some doubt as towhether Holders would effectively be treated as the owner of the Underlying Securities for CGTpurposes under this draft ruling. However, this draft ruling is inconsistent with the positionadopted by the Commissioner in product rulings relating to other instalment warrants – in suchrulings, the Commissioner implicitly accepts that holders of instalment warrants are effectivelytreated as the relevant owners of the underlying shares.
5.2 Cost Base
5.2.1 Cash Applicants
A Holder who acquires a Commonwealth Bank Instalment by way of a Cash Application will havea cost base in the Underlying Security which includes:
• part of the First Instalment representing the capital component (i.e. the Capital Amount);
• the capital component of the Loan (i.e. the Second Capital Amount); and
• the incidental costs of disposing of the Underlying Security.
Any non-deductible Interest Amounts, or Establishment Fees (other than Interest Amounts orEstablishment Fees that are non-deductible by reason of the application of the thin capitalisationprovisions) may also be included in the cost base of the Underlying Security.
The Put Option is a separate CGT asset. The Protection Fee is paid for the grant of the Put Optionand so an amount equal to the Protection Fee would be included in the cost base for the PutOption. On the basis of the matters referred to in section 1.1 above, it is not generally expectedthat any amount would be treated under the capital protected borrowing provisions as beingincurred for the grant of a put option.
No part of the Completion Payment should be included in the cost base of the Underlying Securityas this amount represents a repayment of the Loan (which is already included in the cost base,namely, the Second Capital Amount - refer to comments above).
A Holder acquiring the Commonwealth Bank Instalments by way of a Cash Application will alsohave a cost base in the Prepayment Amount. The First Instalment includes the amounts of prepaid
24
Greenwoods\003752730 31 July 2007 page 7
Liability limited by the Accountants’ Scheme, approved under the Professional Standards Act 1994 (NSW)Greenwoods & Freehills Pty Limited ABN 60 003 146 852
interest for Year 2 and/or Year 3. These amounts will be included in the cost base of thePrepayment Amount.
5.2.2 Security Holder Applicants
The cost base of a Security Holder Applicant in the Underlying Security will be unchanged fromthat Holder’s original cost base in the Underlying Security (being generally the amounts paid toacquire the Underlying Security plus any incidental capital costs associated with the purchase).Any incidental capital costs of disposing of the Underlying Security will also form part of the costbase.
The Put Option should be treated as a separate CGT asset. The Protection Fee is paid for the grantof the Put Option and so an amount equal to the Protection Fee would be included in the cost basefor the Put Option. On the basis of the matters referred to in section 1.1 above, it is not generallyexpected that any amount would be treated under the capital protected borrowing provisions asbeing incurred for the grant of a put option.
A Security Holder Applicant will have a cost base in the Prepayment Amount which includes theamounts of prepaid interest for Year 2 and/or Year 3 (which are part of the Loan).
5.2.3 Rollover Applicants
The cost base of a Rollover Applicant in the Underlying Security will be unchanged from thatHolder’s original cost base in the Underlying Security (being generally the amounts paid toacquire the Underlying Security plus any incidental capital costs associated with the purchase).Any incidental capital costs of disposing of the Underlying Security will also form part of the costbase.
The Put Option be treated as a separate CGT asset. The Protection Fee is paid for the grant of thePut Option and so an amount equal to the Protection Fee would be included in the cost base for thePut Option. On the basis of the matters referred to in section 1.1 above, it is not generallyexpected that any amount would be treated under the capital protected borrowing provisions asbeing incurred for the grant of a put option.
A Rollover Applicant will have a cost base in the Prepayment Amount which includes the amountsof prepaid interest for Year 2 and/or Year 3 (which are part of the Loan).
5.2.4 Secondary Market Purchaser
A Holder who acquires a Commonwealth Bank Instalment by way of secondary purchase on theASX will have a cost base in the Underlying Security which includes:
• the cash purchase price attributable to the Underlying Security;
• incidental costs of acquisition and disposal; and
• the capital component of the Loan (i.e. the Second Capital Amount).
The Put Option is a separate CGT asset. Calculating the cost base for the Put Option will dependon when Holders purchased their Commonwealth Bank Instalments on the ASX.
The cost base of the Put Option for Holders who purchased their Commonwealth Bank Instalmentson the ASX will include the amount reasonably attributed to the acquisition of the Put Optionunder the CGT cost base provisions.
Whether any amount is to be treated under the capital protected borrowing provisions as beingincurred for a put option is to be determined by applying the formula in s.247-20. It appearsintended that these Holders are also to be treated for the purpose of the capital protected borrowingprovisions as having incurred an amount for the Put Option equal to the amount reasonablyattributed to the acquisition of the Put Option under the CGT cost base provisions. On this basis,and on the basis of the matters referred to in section 1.1 above, it is not generally expected that anyamount would be treated under the capital protected borrowing provisions as being incurred for thegrant of a put option.
A Holder who acquires the Commonwealth Bank Instalment by way of secondary market purchaseon the ASX will have a cost base in the Prepayment Amount equal to so much of the purchaseprice as is attributable to the Prepayment Amount.
25
Greenwoods\003752730 31 July 2007 page 8
Liability limited by the Accountants’ Scheme, approved under the Professional Standards Act 1994 (NSW)Greenwoods & Freehills Pty Limited ABN 60 003 146 852
5.3 Payments from Prepayment Amount
The Trustee will pay the Interest Amounts (other than the First Interest Amount and, if theCommonwealth Bank Instalment was applied for after the Second Interest Date, the SecondInterest Amount) on behalf of the Holder from the Prepayment Amount. The payment of each ofthe Second and/or Third Interest Amounts by the Trustee on behalf of the Holder willprogressively reduce the cost base the Holder has in the Prepayment Amount on the relevantInterest Payment Date. The payment of the Third Interest Amount by the Trustee on behalf of theHolder will result in the extinguishment of the asset representing the Prepayment Amount for CGTpurposes. None of these payments should have any practical CGT implications.
5.4 Disposal of Commonwealth Bank Instalments
5.4.1 Holders who dispose of their Commonwealth Bank Instalments on or prior to theCompletion Date by way of secondary market trade
The sale of Commonwealth Bank Instalments on the ASX prior to the making of the CompletionPayment will be treated for CGT purposes as a disposal of the Underlying Security subject to theSecurity Interests and (if the sale occurs prior to payment of the Third Interest Amount by theTrustee on behalf of the Holder) the disposal of the balance of the Prepayment Amount.
The sale of the Commonwealth Bank Instalment will also involve the disposal of the Put Optionfor CGT purposes.
The Holder will be deemed to have received capital proceeds in respect of the disposal equal, inaggregate, to the sale price of Commonwealth Bank Instalments on the ASX and the amount of theLoan which is assumed by the purchaser.
A capital gain will arise if the capital proceeds exceed the cost base of the Underlying Security, thePut Option and the Prepayment Amount (if the sale occurs prior to payment of the Third InterestAmount). In this regard, refer further below to the discussion regarding CGT concessions.
A capital loss will arise if the capital proceeds are less than the reduced cost base of theUnderlying Security, the Put Option and the Prepayment Amount (if the sale occurs prior topayment of the Third Interest Amount).
5.4.2 Holders who make the Completion Payment
Upon making the Completion Payment, the Loan is repaid and the Security Interest over theUnderlying Security is discharged. The Trustee is then obliged to transfer the Underlying Securityto the Holder and Commonwealth Bank Instalment will cease to exist. In this case, no CGTimplications will arise as a consequence of these transactions.
As a consequence of making the Completion Payment, the Put Option will expire. For CGTpurposes, this is treated as the disposal of that asset for nil consideration. Hence, a capital losswould arise for the Holder equal to the cost base of the Put Option.
5.4.3 Holders who deliver a Request for Purchase Notice
A Holder who does not wish to make a Completion Payment may deliver a Request for PurchaseNotice requiring the Issuer to purchase the Underlying Security for an amount equal to the greaterof the Volume Weighted Settlement Price and the Loan Amount.
In these circumstances, for CGT purposes, the Holder will be regarded as having disposed of theUnderlying Security for capital proceeds equal to the price calculated in accordance with the aboveformula.
For those Holders who deliver a Request for Purchase Notice, the cost base of the Put Optionshould be included in the cost base of the Underlying Security for CGT purposes.
A capital gain will be realised on transferring the Underlying Security if the capital proceedsexceed the cost base in the Underlying Security (which, as noted above, may include the costsattributable to the Put Option). In this regard, refer further below to the discussion regarding CGTconcessions.
A capital loss will arise if the capital proceeds are less than the reduced cost base of theUnderlying Security.
26
Greenwoods\003752730 31 July 2007 page 9
Liability limited by the Accountants’ Scheme, approved under the Professional Standards Act 1994 (NSW)Greenwoods & Freehills Pty Limited ABN 60 003 146 852
5.4.4 Holders who allow their Commonwealth Bank Instalments to lapse
In circumstances where a Holder allows a Commonwealth Bank Instalment to lapse the Issuer willexercise its power of sale and the Underlying Security will be sold and the net proceeds(determined by reference to an Assessed Value Payment in certain circumstances), if any, returnedto the Holder.
In such circumstances, the Holder will be treated for CGT purposes as having disposed of theUnderlying Security. The capital proceeds for the disposal of the Underlying Security will be thesale proceeds received by the Issuer (on the sale of the Underlying Security) and any contributionpayable by the Issuer under the Trust Deed.
If the capital proceeds for the disposal of the Underlying Security (refer above) are less than theCompletion Payment (such that part of the Loan is not repaid in full), the view of theCommissioner is that this will represent the recoupment of the cost base of the UnderlyingSecurity. In other words, the cost base of the Underlying Security will be reduced by an amountequal to the part of the Loan which is not repaid in full.
A capital gain will be realised on the transfer of the Underlying Security if the capital proceedsfrom the transfer exceed the cost base of the Underlying Security. In this regard, refer furtherbelow to the discussion regarding CGT concessions.
A capital loss will arise if the capital proceeds are less than the reduced cost base of theUnderlying Security.
Where a Commonwealth Bank Instalment lapses, the Put Option will also expire. For CGTpurposes, this should be treated as the disposal of that asset for nil consideration. Hence, a capitalloss would arise for the Holder equal to the cost base of the Put Option.
6 Accruals taxation
Where the Underlying Securities are, or include, interests in foreign entities, the tax implicationsoutlined in sections 4 and 5 may be affected by the CFC provisions or the FIF provisions.
Where they apply, these provisions may affect:
• the calculation of income arising in respect of the Underlying Securities;
• the time when income arising in respect of the Underlying Securities is recognised (ie,income may be recognised on an accruals basis);
• the consequences of receiving distributions in respect of the Underlying Securities; and
• the precise CGT consequences of disposing of the Underlying Securities.
The precise operation of these regimes depends on the personal circumstances of the Holder andthe nature of the relevant foreign entity. Accordingly, if a Holder has reason to believe that theseprovisions may be relevant to them, they should seek independent tax advice.
6.1 The CFC provisions
Broadly, the CFC provisions will only affect a Holder if:
• the relevant foreign entity is a company that is a “controlled foreign company”. This willbe the case if, among other things, it is controlled by 5 or fewer Australian entities; and
• the Holder is an “attributable taxpayer”. A Holder will generally be an attributabletaxpayer if the Holder has, together with associates, at least a 10% interest in the CFC orif the Holder is part of a group of 5 or fewer Australian entities which controls the CFC.
6.2 The FIF provisionsThe FIF provisions may apply to the Holder if the relevant foreign entity is either a foreigncompany or a foreign trust, but the CFC provisions do not apply.
However, it is necessary to consider the various exemptions from the FIF provisions. Verybroadly, exemptions which may be relevant to a Holders include:
• Where foreign entity is a company and is principally engaged in eligible activities, beingcertain active business activities;
27
Greenwoods\003752730 31 July 2007 page 10
Liability limited by the Accountants’ Scheme, approved under the Professional Standards Act 1994 (NSW)Greenwoods & Freehills Pty Limited ABN 60 003 146 852
• Where the foreign entity is a US company and is taxed in the US;
• Where the total value of the Holder’s FIF interests does not exceed $50,000; and
• Where the value of the Holder’s non-exempt FIF interests does not exceed 10% of thetotal value of all of the Holder’s FIF interests.
7 Capital Gains Tax Concessions
7.1 Cash Applicants and Secondary Market Purchasers
Where a Holder has held the Commonwealth Bank Instalment/Underlying Security for at leasttwelve months or longer at the time of disposal, the discount capital gain method willautomatically apply to them in calculating any capital gain on disposal of the Underlying Security,the Put Option and the Prepayment Amount.
Pursuant to the discount capital gain method, the Holder will include in assessable income:
• In applying the discount capital gain where the Holder is an individual - one-half of therealised nominal gain, being the difference between the capital proceeds attributable tothe Underlying Security, the Put Option and the Prepayment Amount, and the cost base ofthe Underlying Security, the Put Option and the Prepayment Amount; and
• In applying the discount capital gain where the Holder is a complying superannuationfund - two-thirds of the realised nominal gain, being the difference between the capitalproceeds attributable to the Underlying Security, the Put Option and the PrepaymentAmount, and the cost base of the Underlying Security, the Put Option and the PrepaymentAmount.
In applying the discount capital gain method, any prior year or current year capital losses must befirst applied against the nominal capital gain before multiplying the resultant net gain by one-halfor two-thirds, as applicable.
Where a Holder has held the Commonwealth Bank Instalment for less than twelve months, anycapital gain will be calculated as the difference between the capital proceeds attributable to theUnderlying Security, the Put Option and the Prepayment Amount, and the cost base of theUnderlying Security, the Put Option and the Prepayment Amount, without the benefit of thediscount capital gain.
No inflation indexation of cost base will be available to such Holders.
7.2 Security Holder ApplicantsFor Holders who purchased their Underlying Security after 11.45 a.m. (EST) on 21 September1999 (“Relevant Time”), the tax consequences will be as commented in paragraph 7.1 above.
Holders who acquired their Underlying Security before the Relevant Time will have the choice ofapplying the discount capital gains method or, alternatively, calculating the capital gain on theUnderlying Security as the difference between the capital proceeds attributable to the UnderlyingSecurity and the cost base of the Underlying Security, CPI indexed up to 30 September 1999.
7.3 Rollover Applicants
In relation to Rollover Applicants, for such Holders who acquired their Underlying Security afterthe Relevant Time, the position will be as commented in paragraph 7.1 above.
For such Holders who acquired their Underlying Security before the Relevant Time, they will havethe choice of applying the discount capital gains method or, alternatively, calculating the capitalgain on the Underlying Security as the difference between the capital proceeds attributable to theUnderlying Security and the cost base of the Underlying Security, CPI indexed up to 30 September1999.
8 Commercial Debt Forgiveness
The commercial debt forgiveness provisions may apply where a commercial debt (broadly, a debtin relation to which interest is or would be allowed as a deduction) is “forgiven”.
A debt forgiveness will relevantly occur if the amount borrowed under a loan is not required to berepaid in full (for example, in circumstances where a Commonwealth Bank Instalment lapses andthe proceeds received are less than the Completion Payment).
28
Greenwoods\003752730 31 July 2007 page 11
Liability limited by the Accountants’ Scheme, approved under the Professional Standards Act 1994 (NSW)Greenwoods & Freehills Pty Limited ABN 60 003 146 852
Where a net forgiven amount is calculated under the provisions, a debtor will be required to reducefuture deductions, revenue losses, capital losses and/or the cost base of certain assets by the netforgiven amount.
By reason of special valuation provisions relating to non-recourse loans and theCommissioner’s position that the cost base of the Underlying Security will be reducedby an amount equal to any part of the Loan which is not repaid in full, it is consideredthat the commercial debt forgiveness rules should have no practical implications forHolders.
9 Goods and Services Tax
Under present GST law and associated regulations:
• the issue and transfer of a Commonwealth Bank Instalment;
• the initial transfer of the Underlying Security to the Trustee and any transfer of theUnderlying Security by the Trustee to the Holder; and
• the Loan used to fund the acquisition of the Underlying Security,
would constitute input taxed financial supplies, and as such would not be subject to GST.Accordingly, there should be no practical GST consequences for Holders who do not acquireCommonwealth Bank Instalments in the course of carrying on an enterprise.
Where a Commonwealth Bank Instalment is acquired in the course of carrying on an enterprise,the GST component of certain costs relating to dealings in the Commonwealth Bank Instalment orthe Underlying Security may not be fully recoverable.
10 Other Matters
10.1 Closely Held Trusts
The Trustee holds each Underlying Security on separate trust for each Holder. Therefore eachtrust is likely to constitute a “closely held trust” for the purposes of the Act.
Subject to some exceptions, trustees of closely held trusts have an obligation to provide theCommissioner with details of the ultimate beneficiaries of the trust where the beneficiary of thetrust is a trustee of another trust. Failure by the trustee to disclose such information will result inthe imposition of Ultimate Beneficiary Non-Disclosure Tax at the top marginal rate on the relevantbeneficiary’s share of the net income of the trust. Ultimate Beneficiary Non-Disclosure Tax isalso imposed on the relevant share of net income if there is no ultimate beneficiary in respect of ashare of net income attributable to a trustee beneficiary of the trust. This tax may be withheld fromdistributions by the Trustee to the Holder.
The Commissioner issued a practice statement which provides that most trustees will not berequired to lodge an ultimate beneficiary statement unless they have an Ultimate Beneficiary Non-Disclosure Tax liability or the Commissioner requests such a statement. The Commissioner hasalso issued a practice statement indicating that it would not require trusts of the type established bythe Trust Deed to lodge ultimate beneficiary statements. However, the possibility that the Trusteemay in the future have to determine whether there is an Ultimate Beneficiary Non-Disclosure taxliability will mean that all necessary information will still be required to be provided to the Trusteenotwithstanding that a formal statement may not be required.
Certain amendments to the closely held trust provisions are proposed in a bill that is currentlybefore parliament. Broadly, if enacted as currently proposed, Ultimate Beneficiary Non-Disclosure Tax will no longer be imposed. Instead, the trustee of a closely held trust will be liableto Trustee Beneficiary Non-Disclosure Tax (imposed at the top marginal rate on the relevanttrustee beneficiary’s share of the net income of the trust) if it does not provide to theCommissioner, in respect of each trustee beneficiary, details of the name, tax file number (oraddress in the case of a non-resident), the amount of the untaxed part of the trustee beneficiary’sshare of the trust’s net income and the share of the trust’s tax preferred amount to which the trusteebeneficiary is presently entitled.
29
Greenwoods\003752730 31 July 2007 page 12
Liability limited by the Accountants’ Scheme, approved under the Professional Standards Act 1994 (NSW)Greenwoods & Freehills Pty Limited ABN 60 003 146 852
10.2 Tax Reform
On 3 January 2007, the Government released exposure draft legislation which proposes changes tothe taxation of financial arrangements (“TOFA”). The TOFA proposals will impact upon the taxtreatment of a wide range of financial transactions. However, as currently drafted, the proposedrules would not mandatorily apply to Commonwealth Bank Instalments acquired before 1 July2008. Potential Holders should be aware that any changes to TOFA before enactment occurs mayimpact on the tax implications applicable to the Commonwealth Bank Instalments.
Further, the Federal Government has undertaken a review of Australia’s taxation system. In thisregard, several of the reforms recommended by the Ralph Review of Business Taxation have beenenacted. The Federal Government has indicated that it intends to implement some of the otherrecommendations and give further consideration to others. The proposed reforms (which have notbeen enacted) have the potential to affect the tax treatment of Commonwealth Bank Instalmentsfor Holders. However, in the absence of legislation, it is not possible to comment on suchimplications. It is recommended that Holders monitor developments in this regard and seekprofessional advice where required.
10.3 Holding period rules
We note that, since the enactment of the New Business Tax System (Imputation) Act 2002, certainconsequential amendments will be required so as to give effect to the simplified imputationsystem. The Minister for Revenue and Assistant Treasurer issued Media Release C104/02 on 27September 2002 stating that further imputation amendments, including holding period rules andexemptions, machinery provisions and various consequential amendments to apply from 1 July2002, will be introduced into Parliament as soon as practicable. Accordingly, certain commentsmade in this summary have been based on an assumption that such further legislation will not alterthe substance and administration of the law as it applied as at 30 June 2002.
10.4 Part IVAPart IVA of the Act contains the general anti-avoidance provisions and should be considered byinvestors in respect of all investments. In general terms, the application of Part IVA of the Actwill be attracted where a taxpayer obtains a “tax benefit” as a consequence of entering into ascheme and the sole or dominant purpose of one or more parties to the scheme was to secure thattax benefit. In broad terms, a tax benefit is constituted by an amount not being included in ataxpayer’s assessable income where it might otherwise reasonably have been expected to be soincluded, or a deduction being allowable to a taxpayer where the deduction might reasonably havebeen expected to not have been allowable, or a capital loss to have been incurred by a taxpayerwhere the capital loss might reasonably have been expected not to have been incurred.
Whilst we consider that an investment in a Commonwealth Bank Instalment would not of itselfordinarily attract the operation of Part IVA of the Act, this will be a question of fact dependingupon the particular circumstances of the Holders. Accordingly, potential investors should seekprofessional advice in relation to the application of Part IVA of the Act to their specificcircumstances.
Yours faithfullyGREENWOODS & FREEHILLS PTY LIMITED
30
7. Description of the Issuer – Commonwealth Bank Of Australia
General Description of Commonwealth Bank
Principal ActivitiesThe Commonwealth Bank Group is one of Australia’s leading
providers of integrated fi nancial services including retail,
institutional and business services, superannuation, life insurance,
general insurance, funds management, broking services and
fi nance company activities. The principal activities of the
Commonwealth Bank Group during the fi nancial year were:
BankingThe Group provides a full range of retail banking services
including housing loans, credit cards, personal loans, savings
and cheque accounts and demand and term deposits. The
Group has leading domestic market shares in home loans,
personal loans, retail deposits and discount stockbroking and
is one of Australia’s largest issuers of credit cards. The Group
also has full service banking operations in offshore areas.
The Group also offers a full range of commercial products
including business loans, equipment and trade fi nance, and
rural and agribusiness products. The Group also provides
services for the top 1,000 corporations, government entities
and other major institutions operating in Australasia. Corporate
customers have access to fi nancial markets services, securities
underwriting, trading and distribution, corporate fi nance,
equities, payments and transaction services, investment
management and custody.
Stock BrokingThrough Commonwealth Securities Ltd (CommSec) a wholly
owned but non-guaranteed subsidiary of the Commonwealth
Bank of Australia, the Group provides a range of services for
dealing in securities such as shares and related derivatives.
CommSec is one of Australia’s largest retail brokers allowing
customers to buy and sell securities, manage their portfolio
and access research and news.
Funds ManagementThe Group is one of Australia’s largest fund managers and
largest retail funds manager in terms of its total value of funds
under management, managing a wide range of wholesale and
retail investment, superannuation and retirement funds.
Investments are across all major asset classes including
Australian and International shares, property, fi xed interest and
cash. The Group also has funds management businesses in
New Zealand, UK and Asia.
Life InsuranceThe Group provides term insurance, disability insurance,
annuities, master trusts and investment products.
The Group is one of Australia’s largest insurers based on life
insurance assets held, and is one of Australia’s largest
managers in retail superannuation, allocated pensions and
annuities by funds under management.
Life insurance operations are also conducted in New Zealand,
where the Group has the leading market share, and throughout
Asia and the Pacifi c.
DirectorsThe Directors of Commonwealth Bank are listed at the
shareholder centre on the Commonwealth Bank website at
www.commbank.com.au.
Recent Disclosures to ASXThe continuous disclosure obligations of Commonwealth Bank
mean that Commonwealth Bank must disclose to the ASX any
information concerning it that a reasonable person would
expect to have a material effect on the price or value of the
Commonwealth Bank ordinary shares (subject to certain
carve-outs for particular kinds of confi dential information).
Copies of the information disclosed to the ASX can be viewed
on the public fi le at the ASX for Commonwealth Bank.
Information about Commonwealth Bank, including some of the
documents listed below, can also be found at the
Commonwealth Bank’s website, www.commbank.com.au.
Commonwealth Bank will provide a copy, free of charge, to
Holders on request, its most recent annual report and
subsequent half-yearly report the Completion Date.
Persons requiring these documents should write to:
Commonwealth Bank Regular Instalments
Commonwealth Securities Limited
Reply Paid 60768
Australia Square NSW 1214
Other InformationSince the end of the year ended 31 December 2006 no
circumstance has arisen where information has become
available except as disclosed in this Product Disclosure
Statement or to the ASX that would materially affect an
investor’s decision for the purpose of making an informed
assessment of the capacity of Commonwealth Bank to fulfi l its
obligations under the Terms.
31
Superannuation investmentsThis section of the Product Disclosure Statement contains a
description of issues that may be relevant to superannuation funds
wishing to invest in Commonwealth Bank Regular Instalments.
Investment in Commonwealth Bank Regular Instalments needs careful consideration by trustees prior to an investment decision being made.
APRA and the ATO issued a joint media release and guidelines
on 16 December 2002 (the “Guidelines”) in relation to
superannuation entities that invest in instalment warrants.
APRA and the ATO noted in the Guidelines that superannuation
funds need to take care when investing in instalments. APRA
and the ATO stated that trustees that invest or are considering
investing in instalment warrants must:
■ consider the appropriateness of instalment warrants in the
context of the fund’s whole investment strategy and be
mindful of the trustee covenants under section 52(2) of the
Superannuation Industry (Supervision) Act;
■ ensure that they are familiar with the risks involved in the
use of such instruments prior to making such investments.
APRA and the ATO noted that instalment warrants are
subject to the usual risks involved in investing in securities
traded on the ASX as well as specifi c risks;
■ have in place adequate risk management procedures to
manage the risks associated with such investments prior to
making these investments; and
■ ensure that an investment in a particular instalment warrant
series does not constitute a borrowing under section 67
of the SIS Act or involve charging of an asset in breach of
Superannuation Industry (Supervision) Regulation 3.14.
The APRA and ATO guidelines envisage that superannuation funds
will, subject to the matters described above and the restrictions
described below, still be able to invest in instalment warrants.
On 3 November 2006, the Federal Government announced it
would consult on issues regarding the investment by
superannuation funds in instalment warrants.
On 22 May 2007, the Government announced that it has
decided to legislate to allow superannuation funds to invest in
instalment warrants of a limited recourse nature over any asset
a fund would be permitted to invest in directly.
In order to avoid any disruption to markets, APRA and the ATO
have advised the Government that funds investing in traditional
instalment warrants will not be considered to be non-
complying because of their investment in those products.
Security Holder ApplicantsThe Guidelines stated that APRA and the ATO have formed the
view that the use of existing superannuation fund shares to
apply for instalment warrants amounts to a prohibited charge
over fund assets pursuant to Superannuation Industry
(Supervision) Regulation 3.14. Accordingly, Commonwealth
Bank will not accept Security Holder Applications for
superannuation entities.
Cash Applicants and secondary market purchasesThe view of APRA and the ATO regarding the charging of fund
assets and Superannuation Industry (Supervision) Regulation
3.14 should not be relevant to Cash Applicants nor to cash
purchases of issued Commonwealth Bank Regular Instalments
on the ASX in the secondary market.
Rollover ApplicantsProvided a superannuation entity did not purchase its existing
instalment warrant through a shareholder application, the
purchase of Commonwealth Bank Regular Instalments should
not be prohibited by APRA and the ATO’s views regarding the
charging of fund assets and Superannuation Industry
(Supervision) Regulation 3.14.
8. Listed Entities
The Underlying Securities for the Commonwealth Bank
Regular Instalments have been issued by the Listed Entities.
Each Listed Entity is obliged by law to disclose all information
that a reasonable person would expect to have a material
effect on the price or value of the Underlying Security (subject
to certain carve-outs for particular kinds of confi dential
information). Such information is released to the ASX and may
also be available directly from each Listed Entity. Information
about the Listed Entities can also be obtained from other
sources, including investment advisers and stockbrokers.
Commonwealth Bank may have commercial relationships with
the Listed Entities. The Commonwealth Bank personnel who
prepared this Product Disclosure Statement did not have
access to any information held by Commonwealth Bank in
respect of the Underlying Securities as a result of those
commercial relationships. Any such information has not
therefore been included in this Product Disclosure Statement.
Commonwealth Bank makes no recommendation, statement
or assurance about the performance of the Listed Entities or
the Underlying Securities. Potential investors should make their
own assessment of the Listed Entities and seek advice from
their professional advisers.
9. Other Disclosures
32
Other IssuesCommonwealth Bank Regular Instalments should be
considered as derivatives, so trustees of superannuation
entities will need to consider how the investment will fi t in with
the trustees’ investment and risk management strategy and will
also have to consider any reporting requirements on the
Underlying Securities.
Trustees of superannuation entities also need to consider the
terms of their trust deed in relation to an investment in
Commonwealth Bank Regular Instalments.
Trustees of superannuation funds should seek their own advice
as to whether Commonwealth Bank Regular Instalments are
an appropriate and authorised investment.
Takeovers and substantial holder disclosures: Associations arising as a result of Commonwealth Bank Regular Instalment tradingThe acquisition of a Commonwealth Bank Regular Instalment
may have implications for Holders under the provisions of the
Corporations Act dealing with disclosure by substantial holders
and acquisitions relating to takeovers. The precise implications
depend on the Holder’s particular circumstances. The
following summary explanation is intended to provide general
guidance only in identifying the major issues for a potential
investor. The relevant laws are complex and their application
will be affected by the particular circumstances of an individual
person. Potential investors should obtain their own
independent advice on how these laws might affect them.
On acquiring a Commonwealth Bank Regular Instalment:
(a) a Cash Applicant will acquire a relevant interest in the
Underlying Security; and
(b) a Security Holder Applicant and a Rollover Applicant
will continue to have a relevant interest in the Underlying
Security. There will be no change to the voting power of that
Holder in respect of the Underlying Security at the time of
acceptance of the Application.
Various provisions of Chapters 6, 6A, 6B, 6C and 6D of the
Corporations Act may apply to a Holder of Commonwealth
Bank Regular Instalments. Those provisions may oblige Holders
to disclose their relevant interests in the Underlying Securities.
Acquisitions, continuing holdings and disposals of
Commonwealth Bank Regular Instalments may also be affected.
ASIC has issued class order relief so that associations between
warrant issuers and holders arising solely from the issue of
warrants are to be disregarded and so that the relevant interest
of an issuer in underlying shares can also be disregarded (see
in particular Class Orders 02/924, 02/925 and 02/926). That
relief applies to Commonwealth Bank Regular Instalments. It
also affects the application of Chapters 6, 6A, 6B, 6C and 6D
of the Corporations Act to holders of Commonwealth Bank
Regular Instalments.
Class Order 02/927 deals with the interests of trustees and
applies to Commonwealth Bank Regular Instalments.
Holders and potential investors should seek specifi c advice
relating to their own circumstances and their liability to disclose
entitlements under the Corporations Act (or other laws and
rules) and the limit on acquisitions. Holders wishing to make
disclosures in relation to their holdings should note that
Commonwealth Bank is obliged under the ASX Group Rules to
disclose the relevant interests in the Underlying Securities held
by itself and its related bodies corporate.
Foreign Acquisitions and Takeovers ActThe acquisition of Commonwealth Bank Regular Instalments
may have implications for Holders under the Foreign
Acquisitions and Takeovers Act 1975 (Cth) (“FATA”). The
following paragraphs are a very general summary of the
requirements of FATA that may be relevant to an acquisition of
Commonwealth Bank Regular Instalments. The summary does
not purport to be exhaustive nor to give legal advice and
should not be relied on by potential investors, who should seek
their own legal advice in relation to all aspects of the proposed
investment including but not limited to those referred to below.
FATA empowers the Treasurer of Australia to prohibit a
proposed acquisition of shares in an Australian corporation if
the result of the acquisition will be that a foreign person,
together with its associates, would have an interest of not less
than 15% of the issued shares in the corporation, or two or
more foreign persons (together with its associates) would in
aggregate have an interest of not less than 40% of the issued
shares in the corporation and the result would be contrary to
the national interest (similar provisions exist in relation to
acquisitions resulting in voting power at or above the 15% and
40% thresholds). If such an acquisition has already occurred,
the Treasurer has the power to order a person who acquired
the shares to dispose of them. The concepts of acquisition,
interest, associate and foreign person are very widely defi ned
in FATA. In addition, FATA requires certain persons who
propose to make such acquisitions fi rst to notify the Treasurer
of their intention to do so. The acquisition of Commonwealth
Bank Regular Instalments on market will be equivalent to an
acquisition by the Holder of the Underlying Security for the
purposes of FATA.
Foreign ownership of shares in Australian corporations may
also be restricted under other Commonwealth legislation or
under Commonwealth Government policy for example, in
relation to Australian banks.
Other ownership restrictionsThe acquisition of Commonwealth Bank Regular Instalments
may have implications for Holders under ownership restrictions
contained in various statutes and constitutions. Apart from the
general ownership restrictions in the takeover provisions of the
Corporations Act, specifi c legislative and constitutional
restrictions apply to certain Underlying Securities for example
banks and insurance companies, media companies and others
such as Telstra and Qantas. Potential investors should seek
their own legal advice on these matters.
Electronic Product Disclosure Statement and applicationsFrom the date of this Product Disclosure Statement until the
close of the offer, a copy of this Product Disclosure Statement
will be available on the Commonwealth Securities website:
www.comsec.com.au.
33
Applications can also be made electronically at that website.
However, the electronic application procedure can only be
utilised after an investor has downloaded a copy of the Product
Disclosure Statement in full. Applicants applying electronically
will declare that they have received and read the Product
Disclosure Statement and Financial Services Guide in full.
The Offer of Commonwealth Bank Regular Instalments is open to
persons in Australia only. The electronic application procedure is
only open to persons who are in Australia when they download
the Product Disclosure Statement and apply electronically.
Dealing in Commonwealth Bank Regular InstalmentsCommonwealth Bank reserves the right to purchase
Commonwealth Bank Regular Instalments that have been
issued and to re-sell them after the initial issue. Commonwealth
Bank may also buy back Commonwealth Bank Regular
Instalments after the initial issue and re-issue them.
Commonwealth Bank may also cancel Commonwealth Bank
Regular Instalments of which it, or a subsidiary of it, is the
Holder. The proceeds of the sale of the relevant Underlying
Securities will be applied in the Priority Order. The Second
Interest Amount and the Third Interest Amount payable on a
Commonwealth Bank Regular Instalment held by
Commonwealth Bank that is cancelled may be reduced if the
cancellation occurs before the relevant Completion Date.
Trading of Commonwealth Bank Regular InstalmentsTransfers of Commonwealth Bank Regular Instalments will be
effected only through ITS through the parties’ brokers or through
CHESS in accordance with the Corporations Act, the ASX
Market Rules, the ASTC Settlement Rules and the Trust Deed.
Applicants should not trade Commonwealth Bank Regular
Instalments until they have received confi rmation of their holding
of Commonwealth Bank Regular Instalments. Applicants should
contact an accredited derivatives adviser before trading
Commonwealth Bank Regular Instalments. (See the ASX
Booklet, “Understanding Trading and Investment Warrants”.)
Each transfer of a Commonwealth Bank Regular Instalment will
represent a transfer of the benefi cial interest of the Holder in
the Underlying Security to the transferee, subject to the
Security Interest and of the interest in the Prepayment Amount.
Timing of dividend distributionsAs ordinary dividends, distributions and other similar benefi ts in
respect of the Underlying Security fl ow through to Holders,
Commonwealth Bank will set a record date to determine which
Holders will be entitled to those dividends or other
distributions. Commonwealth Bank, the Trustee and the
Registrar will try to ensure that all record dates for
Commonwealth Bank Regular Instalments will coincide as
closely as possible with the respective record date for the
Underlying Security.
Holders must therefore take care as to the timing of sale or
other disposition of their Commonwealth Bank Regular
Instalments having regard to the time at which the
Commonwealth Bank Regular Instalments commence to trade
ex-dividend, not just the timing of the record date in respect of
the Underlying Security.
Dividends or distributions other than ordinary cash dividends or distributionsHolders are entitled to all ordinary cash dividends declared by
Listed Entities in relation to Underlying Securities.
Under the terms of the Trust Deed, if a Special Dividend is
declared in relation to an Underlying Security, the Holder
irrevocably offers such dividend to Commonwealth Bank to be
used to reduce the Completion Payment with the balance (if
any) to be paid to the Holder. If Commonwealth Bank agrees to
use a Special Dividend to reduce the Completion Payment, it
will nominate lower Interest Amounts for those Interest
Amounts that have not yet been paid as at the date of the
Special Dividend. Any reductions in those Interest Amounts will
be used to reduce the Completion Payment (with the balance
(if any) to be paid to the Holder).
Dividends or distributions that are not paid as cash and are not
Special Dividends applied in the manner described above will
form part of the Underlying Security.
Market makingThe Broker for itself or on behalf of Commonwealth Bank (or a
nominee on either of their behalf) intends to apply for a
suffi cient number of Commonwealth Bank Regular Instalments
to facilitate any market making activities they may undertake in
relation to the Commonwealth Bank Regular Instalments.
Special arrangements apply in relation to such applications.
The Broker may apply for all or any of the remaining
Commonwealth Bank Regular Instalments (in its name or in the
name of a nominee).
A Market Making Applicant can apply for Commonwealth Bank
Regular Instalments by completing an application form and making
a cash payment determined at the time the application is made.
By making an application in this manner the Market Making
Applicant directs the purchase of the Underlying Security.
Commonwealth Bank will effect the transfer to the Trustee or
its nominee of one Underlying Security for each
Commonwealth Bank Regular Instalment applied for by the
Market Making Applicant. The Commonwealth Bank Regular
Instalment is issued when the Underlying Security is held by
the Trustee or its nominee. A Market Making Applicant may
apply for Commonwealth Bank Regular Instalments at any time
up to the last Business Day before the Completion Date,
provided that the maximum subscription has not been reached
(unless ASX has agreed to this being increased). If a Market
Making Applicant completes an Application Form indicating
that the Market Making Applicant applies as a “Market Making
Applicant”, their Application Form will apply as required to give
effect to the Trust Deed provisions regarding such applications
and non applicable provisions will be disregarded.
Commonwealth Bank may cancel Commonwealth Bank
Regular Instalments of which it or any of its subsidiaries is the
Holder – see the paragraphs headed “Dealing in
Commonwealth Bank Regular Instalments” in this section 9.
Securities held on behalf of Market Making Applicants may
also be lent – see the paragraph headed “Securities Lending”
immediately below.
34
Commonwealth Bank Regular Instalments issued to Market
Making Applicants are, in all other respects, the same as
Commonwealth Bank Regular Instalments issued to other
Applicants under this Product Disclosure Statement and
form part of the same series of Commonwealth Bank
Regular Instalments.
These provisions above override any other provision of this
Product Disclosure Statement and apply despite any
inconsistency with other provisions of this Product
Disclosure Statement.
Commonwealth Bank intends that it or the Broker will make
bids and offers to deal in Commonwealth Bank Regular
Instalments each ASX Trading Day, as far as practicable and to
the extent permissible by law.
Securities lendingUnder the Terms, the Trustee or its nominee on behalf of
Holders who were Market Making Applicants may lend the
Underlying Securities, including to the Broker. Underlying
Securities held by all other Holders will not be lent.
Role of the RegistrarLink Market Services Limited has had no involvement in the
preparation of any part of this Product Disclosure Statement
and its name appears for information purposes only.
ConsentsEach of the Trustee, the Broker, the Registrar and Greenwoods
& Freehills Pty Limited have given, and have not, before the
date of lodgment of this Product Disclosure Statement with the
ASX, withdrawn their consent to be named in this Product
Disclosure Statement.
Code of Banking PracticeThe relevant provisions of the Code of Banking Practice apply
to Commonwealth Bank Regular Instalments. You should read
the Bank’s information booklet “The Better Banking Book”
copies of which may be obtained by telephoning the Bank on
13 22 21 (between 8am and 8pm, Monday to Friday),
contacting your relationship manager, visiting our website at
www.commbank.com.au or from any branch of the Bank.
The Better Banking Book contains useful information on a
range of banking matters. These include the rights and
obligations that arise out of the banker and customer
relationship, account opening procedures, the Bank’s
obligations regarding confi dentiality of your information,
complaint handling procedures, bank cheques, the advisability
of you informing the Bank promptly when you are in fi nancial
diffi culty, and the advisability of you reading the terms and
conditions applying to any banking service provided to you or
in which you are interested.
Labour standards, environmental, social and ethical standardsCommonwealth Bank will not take into account labour
standards or social, environmental or ethical considerations in
selecting, retaining or realising investments under this Product
Disclosure Statement. Investors who want to take into account
labour standards or social, environmental or ethical
considerations in selecting, retaining or realising their investment
in Commonwealth Bank Regular Instalments should make their
own enquiries as to whether the issuer of the Underlying
Securities of their Commonwealth Bank Regular Instalments
takes into account labour standards or social, environmental or
ethical considerations. Such information may be found on the
relevant issuer’s website or information disclosed by the issuer
in accordance with its continuous disclosure obligations.
Cooling-off PeriodCooling-off rights do not apply to an investment in
Commonwealth Bank Regular Instalments.
Dispute ResolutionShould you wish to make a complaint relating to
Commonwealth Bank Regular Instalments then:
(a) Contact the adviser through whom you bought the product;
or
(b) If you bought the product directly from us or from the market:
telephone Client Relations between 8:00 am to 7:00 pm
Sydney time, Monday to Friday on 13 15 19 (outside Australia
+61 2 8223 7014); or, write to
Client Relations,
Locked Bag 22,
Australia Square, NSW 1215.
If after giving us the opportunity to resolve your complaint, you
feel that we have not resolved it satisfactorily, you may also
lodge a written complaint with the Banking and Financial
Services Ombudsman.
The Banking and Financial Services Ombudsman
GPO Box 3
Melbourne Victoria 3001
Tel: 1300 780 808
Fax: 03 9613 7345
Web: www.bfso.org.au
Responsibility for PDS Greenwoods & Freehills Pty Limited accepts responsibility for
Section 6 of this Product Disclosure Statement but accepts
responsibility for no other part.
Neither the Trustee, the Broker, the Registrar or Greenwoods &
Freehills Pty Limited has authorised or caused the issue of this
Product Disclosure Statement.
35
Worked example of Commonwealth Bank Regular Instalment pricing This description has been included to assist investors to
better understand the pricing of Commonwealth Bank
Regular Instalments.
Stock Code: WOW
Instalment Code: WOWIYH
Application Date (T0): 20 October 2007
Completion Date* (T2): 14 May 2010
Term: 937 days (2.57 years)
Interest Rate (iR): 8.50%
Establishment Fee: $0.32
Protection Fee: $0.90
Underlying Security Price: $28.90
Completion Payment for Prior Series (“IYG” Series)
$12.00
Completion Payment: $21.10
Cash Application Amount: $10,000
Shareholder Application Amount:
730 Underlying Securities
* Note: these dates are fi xed for Commonwealth Bank Regular Instalments
irrespective of when a person applies – see Section 2.
Commonwealth Bank Regular Instalments can be broken
down into the following elements:
C = Capital Amount
I = Prepaid Interest Amount, comprising the sum of the First Interest Amount or, if the Commonwealth Bank Regular Instalments were applied for after the Second Interest Date, the Second Interest Amount, and the Prepayment Amount
EF = Establishment Fee
PF = Protection Fee
FI = First Instalment
CP = Completion Payment
CB = Cash Back Amount
SP = Underlying Security Price
The information contained in the table above will be used
throughout the examples and relates to a generic
Commonwealth Bank Regular Instalment, rather than any
particular Commonwealth Bank Regular Instalment in the
current series as outlined in this Product Disclosure Statement.
The First Instalment The First Instalment is effectively the price of a
Commonwealth Bank Regular Instalment and is the same for
both Cash and Security Holder Applicants. It is composed of
the following elements.
F1 = C + I + EF + PF
To calculate the First Instalment the Prepaid Interest and
Capital Amounts must be determined as follows;
C = SP – CP
= $28.90 - $21.10
= $7.80
I = (CP x iR x Term)
= $21.10 x 8.50% x 937/365 days
= $4.60
Therefore, the First Instalment then becomes:
FI = C + I + EF + PF
= $7.80 + $4.60 + $0.32 + $0.90
= $13.62
36
Cash ApplicantsThe number of WOWIYH Commonwealth Bank Regular
Instalments that can be purchased with $10,000 is as follows.
Instalments =Cash Applicant Amount
First Instalment
=$10,000$13.62
= 734.1801... rounded down= 734
Commonwealth Bank will donate all residual rounding amounts
to charity. In this case the residual rounding amount works out
to be $2.45. The amount of $2.45 is obtained by multiplying the
First Instalment ($13.62) by the portion of the Commonwealth
Bank Regular Instalment that is rounded down (being 0.1801).
Security Holder Applicant and the Cash Back AmountApplicants can also apply for Commonwealth Bank Regular
Instalments by lodging shares instead of paying cash to make
the First Instalment. By making a Security Holder Application,
applicants will be eligible for a Cash Back Amount. The Cash
Back Amount can either be used to apply for further
Commonwealth Bank Regular Instalments, or alternatively,
Commonwealth Bank will pay the Cash Back Amount to
Applicants. The Cash Back Amount must be used by
Applicants for business or investment purposes.
The Cash Back Amount is calculated as follows:
CB = CP – I – EF – PF
= $21.10 - $4.60 - $0.32 - $0.90
= $15.28
So for an Applicant who lodges 730 WOW shares the Cash
Back Amount will be the Cash Bank Amount per share ($15.28)
multiplied by the number of shares (730):
CB = $15.28 x 730
= $11,153.94
Rollover ApplicantApplicants who hold Commonwealth Bank Regular Instalments
from a prior series, may use their current holding to roll into the
new series. If this option is elected, there may be a Rollover
Amount payable. The Rollover Amount is calculated as follows:
RA = CP (new series) – CP(old series) – I – EF – PF
= $21.10 - $12.00 - $4.60 - $0.32 - $0.90
= $3.28
As the Rollover Amount is positive, the Rollover Amount will be
used to acquire additional Commonwealth Bank Regular
Instalments. If the Rollover Amount were negative, the Rollover
Applicant would be required to pay the Rollover Amount.
37
10. Terms of Commonwealth Bank Regular Instalments
A Trust Deed has been established for the Commonwealth
Bank Regular Instalments. The terms of the Commonwealth
Bank Regular Instalments are set out in the Trust Deed and are
known as the “Terms”. The Trust Deed and the Security Trust
Deed are available free of charge by writing to Commonwealth
Bank Regular Instalments, Commonwealth Bank of Australia,
Reply Paid 60768, Australia Square NSW 1214. The Trust Deed
is also available through the ASX.
You should refer to it if you have any queries about the exact
Terms of the Commonwealth Bank Regular Instalments.
The following is only a summary of some of the material Terms
which are not described elsewhere in this Product Disclosure
Statement. Potential investors should have regard to the full terms set out in the Trust Deed. The Terms prevail over any
inconsistency with this summary or any other part of the
Product Disclosure Statement.
Each Holder is bound by the terms of the Trust Deed and is
entitled to the benefi t of the Trust Deed but is also bound by
the obligations of a Holder under the Trust Deed. An Applicant
becomes bound by the Trust Deed upon acceptance of the
Applicant’s Application by Commonwealth Bank.
Separate TrustsA Separate Trust is established in respect of each Underlying
Security for a Commonwealth Bank Regular Instalment. Share
Direct Nominees Pty Limited is appointed the fi rst Trustee of
each Separate Trust. Share Direct Nominees Pty Limited has
been appointed as an Authorised Representative to provide
custodial services on behalf of the Broker to holders of
warrants under offerings which the Broker promotes.
A Security Interest in favour of Commonwealth Bank arises by
the Trustee mortgaging to Commonwealth Bank all the present
and future property of the Separate Trusts to secure the due
and punctual payment to Commonwealth Bank of the amounts
described in the Trust Deed and the due and punctual
performance by the Holder of the Holder’s obligations.
The Trustee holds each Underlying Security on trust as to the
benefi cial interest, for the Holder and as to the Security
Interest, for Commonwealth Bank. The Trustee may appoint a
nominee to hold the Underlying Securities.
A security trust is established between the Trustee and
Commonwealth Bank pursuant to the Security Trust Deed.
This provides that the Trustee holds the Security Interest on
trust for Commonwealth Bank.
The Security Interest takes priority over all other Encumbrances
(subject to the extent determined by law). The Security Interest
operates as a mortgage over all present and future Underlying
Securities and Accretions the subject of the Separate Trusts.
Prepayment TrustsA Prepayment Trust is established pursuant to which the
Trustee holds each Prepayment Amount on trust for a Holder
in accordance with the terms of the Trust Deed.
The Trustee is obliged to deposit the Prepayment Amount in a
non-interest bearing account with Commonwealth Bank. It is a
fundamental term of that account that amounts shall not be
withdrawn by the Trustee and shall not be capable of being
withdrawn by the Trustee unless such amount is being withdrawn:
■ to pay the Second Interest Amount and/or Third Interest
Amount;
■ to be used to pay the Completion Payment in accordance
with the terms of the Trust Deed;
■ with Commonwealth Bank’s prior written consent; or
■ after the Prepayment Trust has terminated.
Holders irrevocably direct the Trustee to pay to Commonwealth
Bank the Second Interest Amount and the Third Interest
Amount from the Prepayment Amount on the day those
amounts fall due.
TrustsThe Trustee and the Registrar must keep separate, and not
pool, the interests or the property of the Separate Trusts, the
Prepayment Trusts, Prepayment Amounts, Commonwealth
Bank Regular Instalments and the Underlying Security, but
each may administer the Separate Trusts and the Prepayment
Trusts so that:
■ aggregation of a Holder’s interests and payments may occur;
■ all Underlying Securities are registered in the name of the
Trustee (or a nominee permitted under the Trust Deed) using
the same HIN;
■ the Prepayment Amounts and any money received by the
Trustee in respect of the Separate Trusts may be deposited
in the same bank account; and
■ accounting, taxation and other records or returns may be
prepared on a consolidated basis in accordance with the
Trust Deed.
Each Accretion forms part of the relevant Underlying Security
and is subject to the relevant Separate Trust, including the
Security Interest.
The Trustee must not dispose of the Underlying Security for the
duration of a Separate Trust except the Trustee may hold
uncertifi cated shares in the name of a custodian (or have similar
arrangements) and the Trustee may lend the Underlying Security
of a Market Making Applicant in accordance with the Trust Deed.
Creation of Commonwealth Bank Regular InstalmentsAn Applicant takes title to a Commonwealth Bank Regular
Instalment when, following the registration of transfer of the
legal interest in an Underlying Security to the Trustee, the
Applicant is registered in the Register as Holder of the
Commonwealth Bank Regular Instalment.
Liability of Holders, including any indemnity to TrusteeSubject to the Trust Deed, a Holder does not indemnify the
Trustee or any creditor of the Trustee in respect of any liabilities
of the Trustee arising from any of the Separate Trusts or the
Prepayment Trusts or the exercise of the Trustee’s rights under
the Trust Deed or the discharge of the Trustee’s duties under
the Trust Deed.
38
Holder not to Encumber the Underlying Security or Prepayment AmountNo Encumbrance may be created, arise or continue to exist
over an Underlying Security or the Prepayment Amount which
could have the effect that any person acquires any right to or in
respect of any Underlying Security or Prepayment Amount (as
the case may be). No person may acquire any right which
could affect, or make conditional:
■ the Security Interest or the manner of exercise of, or other
dealings in relation to, that Security Interest, unless the
Security Interest in that Underlying Security has been fully
discharged in accordance with the Trust Deed; or
■ the direction of the Holder to have the Prepayment Amount
used to pay the Second and Third Interest Amounts.
Loan termsEach Commonwealth Bank Regular Instalment confers on the
Holder the Loan.
The terms of the Loan are contained in the Trust Deed.The First Interest Amount or, if you apply after the Second
Interest Date, the Second Interest Amount, is due and payable
in advance on the date on which Commonwealth Bank
accepts an Application. If you apply on or before the Second
Interest Date, the Second Interest Amount is payable in
advance on the earlier of the Second Interest Date and the
Completion Date. While in any case, the Third Interest Amount
is payable in advance on the earlier of the Third Interest Date
and the Completion Date.
The Completion Payment is payable no later than the Completion Date. The Holder’s liability to Commonwealth Bank for payment of
the Completion Payment is limited to the total amount which
Commonwealth Bank receives for selling the Underlying
Security as directed, by applying the proceeds payable to a
Holder in the event a Request for Purchase Notice is given and
the Underlying Security is purchased by Commonwealth Bank
for at least the Loan Amount or by exercising a power of sale or
otherwise (but excluding all dividends paid to the Holder before
the Completion Date).
Commonwealth Bank irrevocably undertakes not to take any
action or commence any proceedings against the Holder in
relation to recovering the Loan Amount other than by selling
the Underlying Security or by applying the proceeds payable to
a Holder in the event a Request for Purchase Notice is given
and the Underlying Security is purchased by Commonwealth
Bank for at least the Loan Amount.
Transfer of Commonwealth Bank Regular InstalmentsCommonwealth Bank Regular Instalments are transferable in
accordance with the requirements of the Terms, the ASX
Market Rules and the ASTC Settlement Rules.
Any Holder of a Commonwealth Bank Regular Instalment from
time to time takes any rights received on acquisition of a
Commonwealth Bank Regular Instalment irrevocably and
indivisibly together with any obligations contained in or arising
by virtue of the Trust Deed. A transferee Holder takes on the
obligations of the original Holder under the Loan.
Title to a Commonwealth Bank Regular Instalment will pass to
a new Holder on registration of a transfer of the
Commonwealth Bank Regular Instalment in the Register.
Treatment of dividends and distributionsThe Trustee must pay ordinary cash dividends and distributions
directly to the Eligible Holder as soon as possible after receipt
of such dividends from the Listed Entity. The Trustee must do
all that it reasonably can to ensure that any franking credit or
other tax benefi t is conferred on the Eligible Holder to the
extent permitted by the Tax Act. The Trustee receives
dividends and distributions in respect of the Underlying
Security as trustee and not in its personal capacity.
The payment of any dividend to an Eligible Holder is at that Eligible Holder’s risk.If the Trustee is prevented from making such a payment, the
Trustee will hold the dividend or distribution as a bare trustee
for the Eligible Holder and must take all reasonable steps to
transfer the dividend to that Eligible Holder.
Subject to the ASTC Settlement Rules, if a transfer of a
Commonwealth Bank Regular Instalment is registered after the
Record Time of a dividend or distribution declared in respect of
an Underlying Security but before the dividend is paid, then the
Eligible Holder remains entitled to the cash dividend or
distribution and the Transferee will have no entitlement to the
cash dividend or distribution.
Commonwealth Bank and the Trustee have no obligation to
accept or to participate in any distribution reinvestment plan on
behalf of any Holder.
Under the terms of the Trust Deed, if a Special Dividend is
declared in relation to an Underlying Security, the Holder
irrevocably offers such dividend or distribution to
Commonwealth Bank to be used to reduce the Completion
Payment with the balance (if any) to be paid to the Holder. If
Commonwealth Bank agrees to use a Special Dividend to
reduce the Completion Payment, it will nominate lower Interest
Amounts for those Interest Amounts that have not yet been
paid as at the date of the Special Dividend. Any reductions in
those Interest Amounts will be used to reduce the Completion
Payment (with the balance (if any) to be paid to the Holder).
Dividends or distributions that are not paid as cash and are not
Special Dividends applied in the manner described above will
be an Accretion and will form part of the Underlying Security.
VotingThe Holder does not, by acquiring a Commonwealth Bank
Regular Instalment, acquire the voting rights attached to the
Underlying Security.
The Holder may however request the Trustee to vote on any
resolution proposed to security holders of the Underlying
Security. Voting forms can be obtained by contacting the
Registrar, whose contact details are set out in the inside back
cover of this Product Disclosure Statement.
A Holder may inspect and copy notices of meetings and any
accompanying material reasonably available for the purposes
of considering the resolution.
39
The Holder may only request the Trustee to vote by properly
completing the voting form obtained from the Trustee and
providing any other evidence satisfactory to the Trustee of the
Holder’s authorisation to make the direction. Holders must
contact the Trustee to obtain a voting form. The voting form
and accompanying documents must be received by the
Registrar no later than 5 Business Days before the time for
lodgment with the relevant Listed Entity of voting or proxy
forms in respect of the resolution.
A Holder has no right to attend or to speak at the relevant meeting.
Suspension, Discontinuance or Modifi cation of the Underlying Security or Commonwealth Bank Regular InstalmentAs outlined below under the heading “Corporate Actions” if there
are changes to the Underlying Security (including cancellation of
the Underlying Security) then adjustments may be made under
the Terms. As outlined in section 5 above under the heading
“Early Completion Date (including delisting of the Underlying
Security)”, if an Underlying Security or Commonwealth Bank
Regular Instalment is suspended from trading, where in the case
of a Commonwealth Bank Regular Instalment such suspension is
not caused by Commonwealth Bank, Commonwealth Bank may
(with the consent of ASX) nominate an Early Completion Date for
the relevant Commonwealth Bank Regular Instalment.
Corporate ActionsThe Terms provide for adjustments to some or all of:
■ the property the subject of the Trust (the “Underlying Security”);
■ the number of Commonwealth Bank Regular Instalments on
issue; or
■ the amount of the Completion Payment; and
■ the Prepayment Amount,
in the case of corporate actions, such as Accretions,
Entitlements Offers, reconstructions, Bonus Issues, Buy-
Backs, Schemes and returns of capital. In addition, this kind of
adjustment may be made when a takeover bid or compulsory
acquisition consequent to a takeover bid occurs. The Trust
Deed sets out how such adjustments will be made.
Some of these events may also lead to an Early Completion
Date (see section 5 above). They can also lead to cash and
non-cash distributions from Listed Entities in respect of the
Underlying Securities being applied in the Priority Order
(including being applied to reduce the Completion Payment).
Commonwealth Bank has a discretion to vary these provisions,
with the consent of the ASX if they are not appropriate in
particular circumstances. Any variation will be designed to
preserve as far as possible the rights of Holders.
The Trustee is generally prohibited from accepting any offer
made in connection with an event of the type referred to above.
Disposal EventsIn some cases, effectively outside the control of the Trustee,
the Trustee may be obliged to dispose of some or all of the
Underlying Securities. In such a case, the Trustee must take all
reasonable steps to determine which Underlying Security will
be sold. This may result in the expiry of Commonwealth Bank
Regular Instalments and Commonwealth Bank in its absolute
and unfettered discretion may reduce the Second Interest
Amount and Third Interest Amount.
CompletionCommonwealth Bank Regular Instalments may be exercised
by a Holder at any time (but without adjustment of the Second
Interest Amount and the Third Interest Amount).
The Holder may exercise the Commonwealth Bank Regular
Instalment by giving to Commonwealth Bank at any time prior
to 6.00pm (Sydney time) on the Completion Date a valid
Completion Notice and a direct debit form to pay the total
Completion Payment plus any applicable Transfer Taxes for all
of the Commonwealth Bank Regular Instalments covered by
the Completion Notice.
A Completion Notice given to Commonwealth Bank cannot be revoked.A Completion Notice is valid if and only if it is given by the Holder,
or a person who claims to be entitled to be registered as the
Holder, to Commonwealth Bank on or before the Completion
Date. (If given by a person who claims to be entitled to be
registered as the Holder, that person must be registered as the
Holder no more than 7 Business Days after the Completion
Notice is given or the Completion Notice will cease to be valid.)
If more than one Completion Notice is given in respect of a
Commonwealth Bank Regular Instalment, the valid Completion
Notice will be the Completion Notice which Commonwealth
Bank knows or reasonably believes was given by the last of
those persons who became entitled to be the Holder of that
Commonwealth Bank Regular Instalment before 6.00pm on
the date the fi rst Completion Notice was given.
If the number of Commonwealth Bank Regular Instalments
included in the Completion Notice exceeds the number of
Commonwealth Bank Regular Instalments held by the Holder,
the Completion Notice is valid only to the extent of the number
of Commonwealth Bank Regular Instalments held by the Holder.
If the Holder properly completes a Commonwealth Bank Regular
Instalment, Commonwealth Bank will do all acts required of it to
transfer to the Holder the entire legal and benefi cial interest in the
Underlying Security on the Settlement Date.
At Completion, the Holder may instead request to receive a
cash settlement by giving Commonwealth Bank a valid
Request for Purchase Notice requiring Commonwealth Bank
to purchase the Underlying Security for the greater of its
Volume Weighted Settlement Price and the Loan Amount. If
the purchase price for the Underlying Security is the Volume
Weighted Settlement Price, the Completion Payment (and the
Second Interest Amount and Third Interest Amount, to the
extent those amounts remain due and payable but unpaid) will
be deducted from the Volume Weighted Settlement Price and
the Holder will receive an amount equal to 95% of the residue
funds, less brokerage. If the purchase price is the Loan
Amount, then such amount will be used to discharge the Loan.
If the Holder does not properly complete a Commonwealth
40
Bank Regular Instalment and does not give a valid Request For
Purchase Notice, then Commonwealth Bank will exercise its
powers under the Security Interest to sell the Underlying
Security. The net proceeds of sale, after deduction of the
Completion Payment and costs of sale, and after payment of
the Second Interest Amount and Third Interest Amount (to the
extent those amounts remain due and payable but unpaid) will
be paid to the Holder (less 10%). The payment will be at least
equal to the Assessed Value Payment, if the Commonwealth
Bank Regular Instalment has an intrinsic value equal to or
greater than 5% of the Completion Payment.
If Commonwealth Bank nominates an Early Completion Date,
Commonwealth Bank in its absolute and unfettered discretion
may nominate a lesser Second Interest Amount or Third
Interest Amount, having regard to the prevailing interest rates
among other matters and the Early Completion Date.
Liquidated Damages AmountIf Commonwealth Bank does not on the Settlement Date for
each parcel of Commonwealth Bank Regular Instalments
validly exercised complete, deliver, or cause to be delivered to
the Holder, the Underlying Security, Commonwealth Bank
must pay the Holder a liquidated damages amount as required
by Rule 10.12.1 of the ASX Market Rules as amended or
substituted from time to time.
Transfer TaxesHolders must pay all Transfer Taxes and other charges and any
taxes payable by the Trustee in connection with the ownership,
transfer and exercise of their Commonwealth Bank Regular
Instalments. If a Holder fails to pay any Transfer Taxes within the
required period, then Commonwealth Bank must pay the amount
of the Transfer Taxes on behalf of the Trustee and the Holder. That
amount and any related costs or expenses, including reasonable
interest, is recoverable by Commonwealth Bank from the person
who is registered as the Holder as a debt due.
The Holder will be responsible for paying all stamp and like
duties assessed in respect of the Separate Trusts or the
Underlying Security to which the Commonwealth Bank Regular
Instalments of that Holder relate.
Prior to the Completion Date, Holders will be sent a notice setting
out the amount of Transfer Taxes payable by a Holder on the
exercise of a Commonwealth Bank Regular Instalment. If Holders
wish to exercise the Commonwealth Bank Regular Instalments
early, they should contact the Broker to fi nd out the amount of
applicable Transfer Taxes (no earlier than 5 Business Days before
the date on which the Holder delivers the Completion Notice).
RegisterCommonwealth Bank will maintain a register of Commonwealth
Bank Regular Instalments in accordance with the ASX Market
Rules and the ASTC Settlement Rules. The property in the
Commonwealth Bank Regular Instalments is situated at the
place where the register is located (New South Wales).
Except as otherwise provided in the Terms, Commonwealth
Bank must recognise the registered Holder from time to
time as the absolute owner of the Commonwealth Bank
Regular Instalment.
No fee may be charged for the registration of a transfer of a
Commonwealth Bank Regular Instalment.
Impact of ASX Group RulesAll provisions of the Trust Deed are subject to any contrary
requirement from time to time of the ASX Market Rules or,
when applicable, the ASTC Settlement Rules without the need
for amending the Trust Deed unless in respect of the contrary
requirement the ASX or, if appropriate, the ASTC gives or has
given a waiver or consent in respect of the Commonwealth
Bank Regular Instalments of any of those rules.
Amendments To Trust DeedCommonwealth Bank and the Trustee may together amend the
Trust Deed if the amendment is approved by the ASX and one
or more of the following applies:
■ in the reasonable opinion of Commonwealth Bank and the
Trustee the amendment is necessary or desirable to provide
for the consequences of any corporate action taken or to
be taken by a Listed Entity in respect of the Underlying
Security and which, in the reasonable opinion of the Trustee
and Commonwealth Bank, is not materially prejudicial to the
rights of Holders;
■ the terms of the amendment are authorised by a resolution
of the Holders passed in accordance with the Trust Deed;
■ the terms of the amendment are necessary or desirable in
the reasonable opinion of the Trustee and Commonwealth
Bank to comply with any statutory or other requirement
of law (including as modifi ed or applied in any respect
of the Commonwealth Bank Regular Instalments) or
any requirement of the ASX or, if the terms are not
materially prejudicial to the rights of Holders, to rectify any
inconsistency, technical defect, manifest error or ambiguity
in the terms of the Trust Deed; or
■ the amendment is otherwise permitted by the ASX Market
Rules from time to time, including without limitation because an
Extraordinary Event (as defi ned in the Trust Deed) has occurred.
The Completion Date may not be amended under this provision.
If requested by the ASX, notice of the proposed amendment or
the fact of the amendment will be given generally or also
specifi cally to Holders.
If the proposed amendment is to be voted on by Holders,
Holders may return ballot papers to Commonwealth Bank by
no later than 20 Business Days after the date of the ballot
paper. Each Holder is entitled to one vote for each
Commonwealth Bank Regular Instalment held. A resolution is
duly passed if 75% or more of the votes cast are in favour of
the amendment. Commonwealth Bank or its associates must
not vote unless they are voting as trustee or nominee for a
person who is not an associate.
An amendment must be notifi ed to the ASX.
Further Issue of Commonwealth Bank Regular InstalmentsCommonwealth Bank may issue further Commonwealth Bank
Regular Instalments in the same series which are referred to in
this Product Disclosure Statement in respect of the Underlying
Securities, without further notice to or the consent of Holders,
41
Collection of personal informationCommonwealth Bank collects personal information (including full
name, address and contact details, as well as credit information)
so that Commonwealth Bank may administer its client
relationships and provide clients with the products and services
they request as well as information on the Commonwealth Bank
Group’s (‘the Group’) products and services.
Where it is necessary to do so, Commonwealth Bank also
collects information on individuals such as company directors
and offi cers (where the company is Commonwealth Bank’s
client), as well as clients’ agents and persons dealing with
Commonwealth Bank on a “one-off” basis.
The law can also require Commonwealth Bank to collect personal
information, eg, Commonwealth legislation requires Commonwealth
Bank to identify persons who open or operate accounts.
You need to provide us with accurate and relevant information.
If an investor provides Commonwealth Bank with incomplete or
inaccurate information, Commonwealth Bank may not be able
to provide the investor with the products or services the
investor is seeking.
Disclosure and use of personal informationCommonwealth Bank is permitted by the Privacy Act 1988 as
amended by the Privacy Amendment (Private Sector) Act 2000
(“the Act”) to disclose personal information to other members
of the Group. This enables the Group to have an integrated
view of its clients.
Personal information may be disclosed to:
■ brokers and agents who refer business to Commonwealth
Bank;
■ any person acting on your behalf, including your fi nancial
adviser, solicitor or accountant, executor, administrator,
trustee, guardian or attorney;
■ organisations to whom we outsource certain functions.
In all circumstances where Commonwealth Bank’s contractors,
agents and outsourced service providers may become aware
of personal information, confi dentiality arrangements apply.
Personal information may only be used by Commonwealth
Bank’s agents, contractors and outsourced service providers
for Commonwealth Bank’s purposes.
Commonwealth Bank may also disclose personal information
to other fi nancial institutions and organisations at their request
if an investor seeks credit from them.
Commonwealth Bank may be allowed or obliged to disclose
information by law, eg, under Court Orders or Statutory
Notices pursuant to taxation or social security laws.
Commonwealth Bank will also use the personal information of
Applicants and Holders to:
■ assess and process Applications;
■ do all things necessary to give effect to the directions in
Applications and in the Trust Deed; and
■ to administer all transactions and dealings in relation to
Commonwealth Bank Regular Instalments.
AccessA person may (subject to permitted exceptions) access
personal information by contacting: Customer Relations,
Commonwealth Bank Group, Reply Paid 41, Sydney NSW
2001. Commonwealth Bank may charge the person for
providing access.
subject to making a further application to the ASX, on the basis
that any new Commonwealth Bank Regular Instalments will be
issued on terms identical to those applying to existing
Commonwealth Bank Regular Instalments over the Underlying
Securities, and will trade on the same basis under the same
ASX codes as existing Commonwealth Bank Regular
Instalments over the Underlying Securities. Accordingly, if
Commonwealth Bank closes the Offer Period for the
Commonwealth Bank Regular Instalments early, it may later
issue further Commonwealth Bank Regular Instalments in the
same series which are referred to in this Product Disclosure
Statement (even after trading in the Commonwealth Bank
Regular Instalments has commenced).
Commonwealth Bank may also, in its absolute and unfettered
discretion, issue other warrants or other instruments over or in
relation to the Underlying Securities without the consent of Holders.
Obligation of Holders to Provide InformationA Holder must provide such information as Commonwealth
Bank or the Trustee may request as required or permitted by
law, and, on request by the Registrar, provide the Registrar with
details of any holding it has of Shares relating to its Application.
A Holder acting as trustee of a trust is requested to provide to
the Trustee the names and tax fi le numbers of the ultimate
benefi ciary (as defi ned in Division 6D of Part III of the Tax Act)
of income from the Commonwealth Bank Regular Instalments.
Apart from the tax consequences of such failure to make a
disclosure as noted in the Greenwoods & Freehills Pty Limited tax
summary in Section 6, the Trustee (and its directors) are entitled
under the Trust Deed to recover personally against a Holder any
tax paid on the income of the Underlying Security for a
Commonwealth Bank Regular Instalment held by that Holder. The
tax may be withheld from distributions by the Trustee to the Holder.
11. Personal Information and Privacy
42
12. Interpretation: Glossary
Many of these defi nitions are from the Trust Deed. You should
read the Trust Deed in full to understand all of the Terms.
Accepted Applicant means any Applicant whose Application is
accepted by Commonwealth Bank and, if there is more than one
Applicant on an Application Form, Accepted Applicant means
each of them individually, and every two or more of them jointly.
Accretion means any right, accretion, dividend, security benefi t,
distribution, entitlement or right to participate in or to own any
property of any kind, Bonus Issue, Entitlements Offer,
Replacement Underlying Security, benefi t or right of any kind
which is issued, declared, paid, made, arises or accrues directly
to or in respect of an Underlying Security, but does not include:
(a) any reduction of capital; or
(b) any dividend or distribution wholly in cash, or the cash
component of a dividend or distribution not wholly in cash,
which may be declared in respect of the Underlying Security.
Applicant means a person or persons making an Application.
Application means an offer by a person to Commonwealth Bank
to subscribe for Commonwealth Bank Regular Instalments, being
an offer on terms referred to in an Application Form or otherwise
in accordance with the Trust Deed.
Application Form means a form so entitled which is part of
the Product Disclosure Statement, upon which an Application
must be made.
APRA means the Australian Prudential Regulation Authority
ASIC means Australian Securities and Investments Commission.
Assessed Value Payment means an amount calculated in
accordance with the following formula:
AVP = (V – E) – reasonable costs
Where: AVP is assessed value payment;
V = the arithmetic average of the daily volume weighted
average prices of the Underlying Security on the 5 Trading
Days following the expiry date excluding special, late and
overseas sales; and
E = the exercise price of the Regular Instalment.
Reasonable costs are estimated to be 10% of (V - E).
ASTC means the ASX Settlement and Transfer Corporation Pty Ltd.
ASTC Settlement Rules has the meaning ascribed to that
term in the ASX Group Rules.
ASX means Australian Securities Exchange Limited ABN
98 008 624 691 or the stock market conducted by Australian
Securities Exchange Limited, as required by the context.
ASX Market Rules means the market rules of the ASX.
ASX Group Rules means the ASX Market Rules, ACH Clearing
Rules and the ASTC Settlement Rules.
ASX Listing Rules means the offi cial listing rules of the ASX.
ATO means the Australian Taxation Offi ce.
Beneficial Interest means the benefi cial interest which a
Holder has in a specifi ed Underlying Security, which is subject
to the Security Interest (if any).
Bonus Issue means any issue, grant or other distribution,
without contribution by or liability of the recipient, of any shares,
securities or any other property of any kind other than any cash
dividend component of any such issue, grant or distribution.
Broker means Commonwealth Securities Limited
(ABN 60 067 254 399).
Business Day means a Trading Day on which Banks are open
for business in Sydney and Melbourne.
Buy-Back Offer means an offer by a Listed Entity to buy-back
some or all of the Underlying Securities pursuant to the
Corporations Act.
Capital Amount means the capital component of the First
Instalment paid by an Applicant as notifi ed by Commonwealth Bank.
Cash Applicant means an Applicant who lodges a Cash
Application.
Cash Application means an Application for Commonwealth
Bank Regular Instalments made in accordance with the Cash
Application Form.
Cash Application Form means the Application Form so
entitled in the Product Disclosure Statement.
Cash Back Amount means in the case of a Security Holder
Application, the Second Capital Amount less the First Interest
Amount (or if the Application was after the Second Interest Date,
the Second Interest Amount), the Protection Fee, the Establishment
Fee and the Prepayment Amount, being part of the Loan advanced
to a Security Holder Applicant by Commonwealth Bank.
CHESS means the Clearing House Electronic Subregister System
operated in accordance with the ASTC Settlement Rules.
Closing Date means the date so designated in the Product
Disclosure Statement.
Commencement Date means in relation to a Separate Trust, the
date on which the Accepted Applicant’s name is added to the
Register as a Holder pursuant to clause 3.4 of the Trust Deed.
Commonwealth Bank means Commonwealth Bank of
Australia (ABN 48 123 123 124).
Commonwealth Bank Regular Instalment means an
instalment warrant issued by Commonwealth Bank on the
terms of the Trust Deed following receipt of an Application.
Completion Date means the completion date shown in the
“Important Dates” table in Section 2 of the Product Disclosure
Statement or any other date as substituted in accordance with
the Trust Deed or the Product Disclosure Statement.
Completion Notice means a notice in the form approved by the
Trustee and attached to this Product Disclosure Statement, (or in
the form subsequently approved by the Trustee and made
available by Commonwealth Bank) which indicate it is to take
effect as a Completion Notice (by the means required in the form).
43
Completion Payment means the amount payable (apart from
any Transfer Taxes) by a Holder, per Commonwealth Bank
Regular Instalment, on delivery of a Completion Notice in
accordance with the Trust Deed (which is the amount outstanding
under the Loan when the Completion Payment is due), being the
amount specifi ed for this purpose in the Product Disclosure
Statement as adjusted in accordance with the Trust Deed.
Corporations Act means the Corporations Act 2001
(Commonwealth)
Corporations Regulations means the regulations made under
Corporations Act .
Disposal Event means, if as a result of the application of:
(a) any law of the Commonwealth of Australia or of any State or
Territory of it, whether or not such law exists at the date of
the Trust Deed; or
(b) any ordinance, rule, regulation or by-law made pursuant to
them; or
(c) any decree, order or judgment of any competent court,
the Trustee is obliged to dispose of any Underlying Security
but excluding compulsory acquisitions following a Takeover
Bid, disposals under a Scheme and disposals under a
reduction of capital.
Early Completion Date means a date not earlier than 10
Business Days after Commonwealth Bank has sent a notice
under clause 48 of the Trust Deed to Holders who are on the
Register at 5:00pm on the 5th Business Day prior to and
inclusive of the date on which the notice is sent.
Eligible Holder means the Holder on the Register at the time
of declaration of a distribution by a Listed Entity.
Encumbrance means any mortgage, pledge, lien, charge,
security interest, title retention, preferential right, trust arrangement,
contractual right of set off or any other security agreement or
arrangement in favour of any person or any act, arrangement or
omission by which a right or an asset may be or is liable to be
vested in any person but does not include the Security Interest.
Entitlements Offer means any offer made to all Security
holders (or to all Security holders other than those to which
ASX Listing Rule 7.7.1 applies) in their capacity as registered
holders of Securities (whether the offer is made by a Listed
Entity or by any other person) to subscribe for or otherwise
acquire issued or unissued Securities, whether of a Listed
Entity or of any other body, and includes but is not limited to
offers which the ASX determines should be treated for the
purposes of the Listing Rules as though they were governed by
Appendix 7A, paragraph 3 of the ASX Listing Rules.
Establishment Fee means the fee imposed by Commonwealth
Bank from time to time in respect of, among other things,
offering, creating and administering the Loan and placement
fees and ongoing fees to participating organisations of the ASX
and other licensed entities approved by Commonwealth Bank.
Example Pricing Table means the table so entitled in Section
3 of the Product Disclosure Statement.
Excepted Duties means all stamp duties and similar duties or
taxes which may be assessed by any revenue authority of
Australia or of any State or Territory of Australia upon:
(a) the transfer of an Underlying Security to the Trustee;
(b) the appropriation of Underlying Securities;
(c) the constitution of a Separate Trust; or
(d) the execution of the Trust Deed.
First Instalment means the amount payable by Applicants on
Applications made or processed on a particular day as notifi ed
by Commonwealth Bank.
First Interest Amount means an amount determined by
Commonwealth Bank to be the fi rst interest amount for
Applications made or processed on a particular day, being the
interest payable in advance on the Loan Amount for the First
Interest Period, the liability for which only arises at the time the
Loan is made.
First Interest Period means in respect of each series of
Commonwealth Bank Regular Instalments the subject of an
Accepted Application, the period from and including the date
when the Applicant is entered on the Register for those
Commonwealth Bank Regular Instalments to and including the
day before commencement of the Second Interest Period.
HIN has the same meaning as given in the ASTC Settlement
Rules.
Holder means, at any time, a person whose name is then
entered in the Register as the holder of a Commonwealth
Bank Regular Instalment and, if there are more than one,
Holder means each of them individually and every two or
more them jointly.
Interest Amount means the sum of the First Interest Amount,
the Second Interest Amount and the Third Interest Amount.
Listed Entity means for each series of Commonwealth
Bank Regular Instalments the corresponding Listed Entity
referred to in the Summary Table of Commonwealth Bank
Regular Instalments.
Loan means the fi nancial accommodation in respect of a
Commonwealth Bank Regular Instalment on terms arising
under the Trust Deed provided by Commonwealth Bank to or
for the benefi t of a Holder from time to time.
Loan Amount means the amount outstanding from time to
time under the Loan, as provided by the Trust Deed.
Market Making Applicant means an applicant for
Commonwealth Bank Regular Instalments referred to under
the “Market Making” heading in section 9 of this Product
Disclosure Statement.
Offer means the invitation to be made by Commonwealth Bank
to persons to make an Application.
Offer Closing Date means 1 May 2009.
Offer Period means the date from and including the date of
the Product Disclosure Statement until the Offer is closed.
44
Prepayment Amount means:
(a) if the application for Commonwealth Bank Regular Instalments
was made on or before the Second Interest Date, the sum of
the Second Interest Amount and the Third Interest Amount; or
(b) if the application for Commonwealth Bank Regular
Instalments was made after the Second Interest Date, the
Third Interest Amount.
Prepayment Trust means a trust in relation to Prepayment
Amounts, with one for each Prepayment Amount, constituted
under the Trust Deed.
Prior Series Final Payment means the completion payment
for a Prior Series Instalment.
Prior Series Instalment means an instalment warrant
issued by Commonwealth Bank under an Product
Disclosure Statement or other document other than the
Product Disclosure Statement.
Priority Order means the payment of the proceeds of a sale or
disposal of an Underlying Security or of a surplus or other
amount by the Trustee (or as otherwise directed under the
Trust Deed) in the following order:
(a) fi rst, in payment or reimbursement of all costs, charges,
liabilities and expenses of the Trustee which have been
incurred in or are incidental to the exercise or performance
of a power or duty, or an attempt to exercise or perform,
in respect of the Underlying Security or any other amount
payable to the Trustee in accordance with the Trust Deed;
(b) second, in payment or reimbursement of all fees, costs,
charges, liabilities and expenses incurred in or about the
sale, transfer or other disposal of a Underlying Security
(including in payment or reimbursement of all of the Transfer
Taxes owed, paid or which become, or are likely to become,
owing by the Holder relating to the Underlying Security);
(c) third, in payment to Commonwealth Bank of the Completion
Payment in respect of the Underlying Security sold,
disposed of, cancelled or extinguished or otherwise
concerned and, if the amount available is insuffi cient to
prepay the Completion Payment in respect of all such
Underlying Securities, the apportionment of the amount
available equally among those Underlying Securities;
(d) fourth, in payment to Commonwealth Bank of that part of
the Second Interest Amount or the Third Interest Amount
that is due and payable but has not been paid.
(e) fi fth, any balance of the said proceeds or surplus will be
paid to the relevant Holder.
Product Disclosure Statement means this document
pursuant to which Commonwealth Bank makes the Offer.
Protection Fee means the cost attributable to the right to sell
the Underlying Security to Commonwealth Bank upon the
delivery to Commonwealth Bank of a properly completed
Request for Purchase Notice in accordance with the Trust
Deed and the Loan being non-recourse in nature.
Record Time means the date and time as at which any right is
conferred or obligation is imposed by the holding of
Commonwealth Bank Regular Instalments or the holding of the
Underlying Security, as the case may be, including, without
limitation, of the right to receive distributions or other security
benefi ts, as determined and, for the purposes of the ASTC
Settlement Rules, has the same meaning as “record date”.
Register means the register maintained under clause 27.1 of
the Trust Deed.
Registrar means the registrar of the Register.
Replacement Underlying Security means, where an
Underlying Security is consolidated, re-constructed, sub-
divided or replaced with some other form of security issued by
a Listed Entity, each sub-divided, reconstructed or
consolidated Underlying Security or replacement security
which is issued by the Listed Entity.
Request for Purchase Notice means a notice in the form with
that title (or a substantially similar title) approved by the Trustee
and attached to the Product Disclosure Statement (or in the
form subsequently approved by the Trustee and made available
by Commonwealth Bank), other than a Completion Notice.
Rollover Amount means in the case of a Rollover Application,
the Second Capital Amount less the sum of:
(a) the Prior Series Final Payment;
(b) the First Interest Amount (or if the Application was after the
Second Interest Date, the Second Interest Amount);
(c) the Establishment Fee;
(d) the Protection Fee; and
(e) the Prepayment Amount,
and in relation to a Rollover Application where the Second
Capital Amount is greater than the sum of the amounts in (a) to
(e), the Rollover Amount is part of the Loan advanced to a
Rollover Applicant by Commonwealth Bank.
Rollover Applicant means a person who lodges a Rollover
Application.
Rollover Application means an application made in
accordance with the Rollover Application Form.
Rollover Application Form means the form so entitled in the
Product Disclosure Statement.
Scheme means any arrangement, compromise, merger or
reconstruction of Underlying Security which falls within Part 5.1
of the Corporations Act and which, if implemented in those
terms, would result in an Accretion or in the reconstruction,
cancellation, replacement or modifi cation (not being a
modifi cation within the meaning of clauses 14.1 to 14.3 of the
Trust Deed inclusive) of the Underlying Security.
Scheme Outcome means any Accretion, Security or other
property or right conferred in addition to, or in replacement of,
a Underlying Security pursuant to a Scheme.
Second Capital Amount means the Completion Payment.
45
Second Interest Amount means:
(a) for each series of Commonwealth Bank Regular Instalments
applied for on or before the Second Interest Date the interest
payable in advance on the Loan Amount for the Second
Interest Period as set out in the Example Pricing Table; or
(b) if the application for Commonwealth Bank Regular
Instalments is made after the Second Interest Date, an
amount determined by Commonwealth Bank to be the
interest amount for Applications made or processed on a
particular day, being the interest payable in advance on the
Loan Amount for the Second Interest Period, the liability for
which only arises at the time the Loan is made.
Second Interest Date means, in respect of a series of
Commonwealth Bank Regular Instalments, the earlier of:
(a) the Completion Date; and
(b) the fi rst day of the Second Interest Period for that series.
Second Interest Period means the period from and including
15 May 2008 (or if applied for after this date then including the
date the loan is made) to and including the day before the
commencement of the Third Interest Period.
Security means one security issued by a Listed Entity.
Security Holder Applicant means an Applicant who lodges a
Security Holder Application.
Security holders means persons for the time being
registered in a Listed Entity’s register as the holder of an
Underlying Security.
Security Interest means the security which Commonwealth
Bank has by virtue of clause 4.2 of the Trust Deed in the
property of the Separate Trusts.
Security Holder Application means an Application for
Commonwealth Bank Regular Instalments by an Applicant who
holds or can cause delivery of the Underlying Securities in respect
of the Commonwealth Bank Regular Instalments applied for.
Security Trust Deed means the deed so entitled between the
Trustee and the Issuer.
Separate Trust means each of the Separate Trusts, one for
each Underlying Security, constituted under the Trust Deed.
Settlement Date means the 20th Business Day after the
Completion Date.
Special Dividend means a dividend or distribution:
(a) which is described as a special dividend or distribution; or
(b) in relation to which ASX makes an adjustment to a price
payable in respect of options relating to the relevant
underlying security as traded on the ASX; or
(c) which is a non-cash dividend or distribution which
Commonwealth Bank determines to be a special dividend
or distribution.
Summary Table of Commonwealth Bank Regular Instalments
means the table appearing in Section 2 of the Product Disclosure
Statement under that name.
Takeover Bid means:
(a) in the case of an off-market bid, the lodging with ASIC of a
copy of a bidder’s statement and offer document;
(b) in the case of an on-market bid, the announcement of the
bid to the relevant securities exchange; and
(c) the commitment (conditional or not) to make offers of the
type to which section 414 of the Corporations Act applies,
whether or not any of those bids or offers are subsequently not
made, are varied or are withdrawn.
Tax includes any tax, levy, impost, deduction, charge, rate,
duty, compulsory loan or withholding which is levied or
imposed by a Government or Government agency, and any
related interest, penalty, charge, fee or other amount.
Tax Act means the Income Tax Assessment Acts of 1936 and
1997 (Commonwealth) as amended from time to time or any
legislation enacted in substitution therefor.
Tax Event means any change to or affecting Tax or the Tax
Act with the effect that trustees are or will be taxed in a manner
similar to corporations or that trust distributions are taxed in a
manner similar to corporate distributions or franking credits
cannot be accessed by benefi ciaries of a trust or any other
change which has a material fi nancial effect on the issue,
holding, reconstruction, cancellation, expiry or completion of
Commonwealth Bank Regular Instalments or dealing in
Underlying Security contemplated by the Trust Deed.
Terms means the terms of Commonwealth Bank Regular
Instalments as set out in the Trust Deed.
Third Interest Amount means for each series of
Commonwealth Bank Regular Instalments the interest payable
in advance on the Loan Amount for the Third Interest Period as
set out in the Example Pricing Table.
Third Interest Date means, in respect of a series of
Commonwealth Bank Regular Instalments the earlier of:
(a) the Completion Date; and
(b) the fi rst day of the Third Interest Period for that series.
Third Interest Period means the period from and including 15
May 2009 (or if applied for after this date then including the
date the loan is made) to and including the Completion Date.
Trading Day has the meaning given in or pursuant to the ASTC
Settlement Rules.
Transfer Tax means all income tax, capital gains tax,
withholding tax, stamp, fi nancial institutions, registration and
other duties, bank accounts debits tax and other related taxes,
levies, imposts, deductions, interest, penalties and charges
(excluding Excepted Duties) payable by any person on, or
additional amount levied on Commonwealth Bank, the Trustee or
their respective nominees as a consequence of, or in connection
with, the completion of the Commonwealth Bank Regular
Instalments and subsequent transfer or delivery of securities.
Transferee means a person who becomes entitled to be
registered as a Holder in respect of a particular
Commonwealth Bank Regular Instalment .
46
Read the Product Disclosure StatementBefore you apply for Commonwealth Bank Regular
Instalments, you should read this Product Disclosure
Statement in its entirety.
Consult your fi nancial and taxation advisers Commonwealth Bank recommends that you discuss with your
fi nancial and taxation advisers whether or not an investment in
Commonwealth Bank Regular Instalments is suitable to your
individual circumstances.
How to apply - Cash ApplicantsCash Applicants should send a completed Cash Application
Form together with their application moneys to:
Commonwealth Bank Regular Instalments
Commonwealth Securities Limited
Reply Paid 60768
Australia Square NSW 1214
Alternatively, applications can be lodged through the
Applicant’s broker.
The First Instalment will vary each day.
Cheques should be made payable to Commonwealth Bank
of Australia.
Cash Applicants can also pay by Direct Debit Request (see the
form in this Product Disclosure Statement).
Security Holder ApplicantsSecurity Holder Applicants should send a completed Security
Holder Application Form together with a copy of their CHESS
holding statement for any Underlying Securities they wish to
transfer to:
Commonwealth Bank Regular Instalments
Commonwealth Securities Limited
Reply Paid 60768
Australia Square NSW 1214
Alternatively, applications can be lodged through the
Applicant’s broker.
The Cash Back Amount will vary each day.
Rollover ApplicantsRollover Applicants should send a completed Rollover
Application Form, together with a copy of their prior series
Commonwealth Bank Instalment holding statement to:
Commonwealth Bank Regular Instalments
Commonwealth Securities Limited
Reply Paid 60768
Australia Square NSW 1214
Alternatively, applications can be lodged through the
Applicant’s broker. The amount payable to or by a Rollover
Applicant will vary each day and will be made or placed into
the account specifi ed on the application.
If a Rollover Amount is payable by an investor it can be paid
Direct Debit Request.
Effect of ApplicationIf your Application is successful:
■ and you are a Cash Applicant, Commonwealth Bank will
advance a loan to you to pay for the Underlying Security;
■ and you are a Security Holder Applicant, Commonwealth
Bank will advance a loan to you (to be used for income
producing purposes) of the First Interest Amount or, if you
applied after the Second Interest Date, the Second Interest
Amount, the Establishment Fee, the Protection Fee, the
Prepayment Amount and the Cash Back Amount;
■ and you are a Rollover Applicant, Commonwealth Bank will
advance a loan to you of the Second Capital Amount, from
which will be deducted:
– the Prior Series Final Payment;
Transferor means a Holder who transfers a Commonwealth
Bank Regular Instalment in accordance with the Trust Deed.
Trust Deed means the deed so entitled dated on or about the
date of the Product Disclosure Statement in relation to
Commonwealth Bank Regular Instalments and as amended
from time to time.
Trustee means the trustee for the time being of the Separate Trusts
and the Prepayment Trusts, appointed as such by the Trust Deed,
and includes any subsequent Trustee or nominee, custodian,
delegate or agent of the Trustee, as the context requires.
Underlying Security means an ordinary fully paid share in the
capital of a Listed Entity.
Volume Weighted Settlement Price means, unless the
context requires otherwise, the volume weighted settlement
price of the Underlying Security on the Trading Day following
the Completion Date (excluding special crossings, option
exercises, overseas sales and block trades).
13. How to apply
47
– the First Interest Amount or, if you apply after the Second
Interest Date, the Second Interest Amount;
– the Establishment Fee;
– the Protection Fee; and
– the Prepayment Amount.
To the extent that the Second Capital Amount is less
than the amounts listed above, Rollover Applicants will be
required to pay a Rollover Amount to Commonwealth Bank.
To the extent the Second Capital Amount is greater than
these amounts, the difference must be used to acquire
additional Commonwealth Bank Regular Instalments and
will form part of the Loan.
■ the Underlying Security will be transferred to the Trustee (or
its nominee) on your behalf; and
■ you will receive Commonwealth Bank Regular Instalments.
If your Application is successful you will be sent a statement as
soon as practicable setting out:
■ the number of Commonwealth Bank Regular Instalments
issued to you; and
■ the allocation of the Loan Amount (including in the case
of Security Holder Applicants and Rollover Applicants any
cash amount paid by or to you).
QuestionsIf you have any questions when completing the Application Forms
please call Commonwealth Securities Limited on Ph: 13 15 19.
Offer PeriodCommonwealth Bank may in its absolute discretion, with or
without prior notice, close the Offer early, extend the Offer or
reject any application in whole or in part (special conditions
apply to Market Making Applications). Without limiting its rights
in this respect there is a likelihood that Commonwealth Bank
will exercise its discretion to reject applications if the market
value of an Underlying Security decreases from its market
value as at the date this Product Disclosure Statement issues.
Commonwealth Bank may also in its absolute discretion
accept applications lodged prior to the commencement of the
Offer Period.
Important warningYou should complete the Application Form carefully and must supply all information required. If you fail to complete the Application Form properly it is likely that your Application will be rejected.
Commonwealth Bank will not accept any applications received by it after the date on which the offer closes.
If your application is unsuccessful, Commonwealth Bank will
endeavour to contact you to notify you of this result. It is your
responsibility to provide proper contact details on your
Application Form. Commonwealth Bank accepts no
responsibility if it is unable to contact you by using the contact
details specifi ed on your application form. Commonwealth
Bank is not liable for any loss suffered by an unsuccessful
Applicant if Commonwealth Bank has been unable, after using
its reasonable endeavours, to contact the Applicant using the
contact details specifi ed on the Applicant’s Application Form.
You will be deemed to have been contacted if Commonwealth
Bank receives confi rmation of receipt of a fax or email sent to a
fax number or email address (as applicable) specifi ed on your
Application Form.
48
This page has been left blank intentionally.
IMPORTANT INFORMATION FOR ALL APPLICANT(S)
Additional identification check for all applicant(s)
Do you have an existing Commonwealth Bank account or Commonwealth Bank credit card? YES Please complete the following details
Account Number: Account Name:
NO Please continue with the next question:
Do you have an existing CommSec trading account? YES Please complete the information below.
Account Number: Account Name:
NO Please proceed with the following:
Important Note: If you do not have a Commonwealth Bank account, Credit Card or CommSec trading account the following change applies to you. Additional identification check for individual applicant/s, sole trader, authorised representative or at least one trustee, partner, or member of unincorporated associations Please complete the following. Photocopy this form if necessary. If applicant is a non-individual, please complete Non-Individual Customer Ownership Details Form as well. With the introduction of the Anti-Money Laundering and Counter-Terrorism Financing Act 2006 new regulatory identification requirements for individuals have been implemented. Certified photocopy identification will now be required. Please attach a copy of one form of identification as listed below. Australian Passport issued by the Commonwealth, which has not been expired for 2 years or more Drivers licence issued in Australia that contains a photograph of the person in whose name the document is issued Proof of Age Cards – issued under a law of a state or territory. (All States) that contains a photograph of the person in whose name the document is issued
Commonwealth Bank of Australia ABN 48 123 123 124
The certified photocopy must include a statement “I certify that this is a true copy of the original document” (or similar wording). The certifier must also include their full name, signature and qualification or occupation which makes them eligible, on the photocopied ID. The list of eligible persons who are allowed to certify identification:
• A barrister or a solicitor; • A judge or a magistrate; • A chief executive officer of a Commonwealth court; • A registrar/deputy registrar of a court; • A Justice of the Peace; • A public notary; • A police officer; • An agent of Australia Post who is in charge of an office supplying postal services to the public; • A permanent employee of Australia Post with 2 or more years of continuous service who is employed in an office
supplying postal services to the public; • An Australian diplomatic or consular officer; • An officer with 2 or more continuous years of service with one or more financial institutions; • A finance company officer with 2 or more continuous years of service with one or more finance companies; • An officer or authorised representative that holds an Australian financial services licence and has 2 or more
continuous years of service with one or more licences; • a member, with 2 or more years of continuous membership, of:
o the Institute of Chartered Accountants in Australia; o CPA Australia; o the National Institute of Accountants;
Full Name __________________________
Other changes We are also required to collect the following information. Please record this information in the fields below. Other names commonly known by (if any): Residential address (PO Box is not acceptable)
Suburb State Postcode Country Date of birth Full business name (for sole traders only)
Declaration I/we acknowledge that the name of individual persons given to the Bank are true and correct and that the law prohibits the use of false names, as well as the giving, use or production of false and misleading information or documents in connection with the provision of financial services and the making, possession or use of a false document in connection with an identification procedure. Name Position
Signature Date
Please attach this form to the application form together with certified photographic identification.
Page 1 of 3003-171 270508
Non-individual Customer Ownership DetailsThe Bank is required to collect the following information to comply with the Anti-Money Laundering and Counter-Terrorism Financing Act 2006.
Please complete the following for each entity applicant. Please note that if the applicant is a company trustee, this form will have be filled out for the company and for the trust. Photocopy this form if necessary. Name of entity (Company/Trustee/Partnership name) CIF ID (if any)
ACN ABN ARBN Other Identification number Registered office address (PO Box is not acceptable)
Principal place of business (PO Box is not acceptable)
State Postcode CountrySuburb
State Postcode CountrySuburb
Please select the relevant entity type (tick the box that is applicable):
Proprietory/private company – please provide details of all Beneficial Owners (Individuals who own, through one or more holdings, more than 25% of shares within the entity): Please complete Sections 1, 3 and 6
Public company: Please complete Section 6
Partnership – are there more than 4 partners and is the partnership regulated by a professional association?
Is the entity operating as a charity? (Tick the box that is applicable)
Yes Please answer the following question
No
What is the objective/purpose of the charity? (e.g. vocational training for disabled persons, assistance for tsunami victims, building fund for a particular school or institution etc.)
Yes Please answer the following questions, then complete Section 6
No Please continue to complete partner details in Section 1, then complete Section 6
Provide name of professional association
How many partners are there?
Full business name (if any)
Incorporated association and Registered co-operative: Please complete Section 4 and Section 6
Unincorporated association: Please complete Section 4 and Section 6
Government Body: Please complete Section 5, then complete Section 6
Trust – please tick one Trust type
Managed investment scheme registered by ASIC. Please provide ARSN Please complete Section 6
Other trust type: Please advise the type and complete Sections 1, 2 and 5.
Additional identification check for trusts, partnerships and unincorporated associationsIf you are a trust, please attach a certified copy of the page of the Trust Deed where the name of the trust appears.
If you are a partnership, please attach a certified copy of the page of the partnership agreement where the name of the partnership appears.
If you are an unincorporated association, please attach a certified copy of the minutes of the meeting of the association.
Documents should be certified in the same manner as certification of documents for an individual.
Page 2 of 3003-171 270508
Section 1 – Details of Beneficial owners/Trustees/PartnersPerson/Company 1Name (If name belongs to an individual, please provide surname first, then given name/s, eg. Citizen, John)
Address (For individuals please provide full residential address. For non-individuals please provide registered office address. PO Box is not acceptable)
State Postcode CountrySuburb
Person/Company 4Name (If name belongs to an individual, please provide surname first, then given name/s, eg. Citizen, John)
Address (For individuals please provide full residential address. For non-individuals please provide registered office address. PO Box is not acceptable)
State Postcode CountrySuburb
If there are more persons/companies, please provide details on a separate sheet.
Person/Company 3Name (If name belongs to an individual, please provide surname first, then given name/s, eg. Citizen, John)
Address (For individuals please provide full residential address. For non-individuals please provide registered office address. PO Box is not acceptable)
State Postcode CountrySuburb
Person/Company 2Name (If name belongs to an individual, please provide surname first, then given name/s, eg. Citizen, John)
Address (For individuals please provide full residential address. For non-individuals please provide registered office address. PO Box is not acceptable)
State Postcode CountrySuburb
If there are more persons/companies, please provide details on a separate sheet.
Please provide either the Beneficiary class (and details) or Beneficiary names
Section 2 – Beneficiary details (Only needs to be completed by Trusts)
Beneficiary class details (eg. unit holders, family members of named person, charitable purpose)
Beneficiary names (includes both individuals and non-individuals. If beneficiary is an individual, please provide surname first, then given name/s, eg. Citizen, John)Beneficiary 1Beneficiary name
Beneficiary 3
Beneficiary 4
Beneficiary 2Beneficiary name
Beneficiary name
Beneficiary name
Page 3 of 3003-171 270508
Section 3 – Director details (Only needs to be completed for proprietary or private companies)
Full given name(s) SurnameHow many directors are there? Provide full name of each director
If there are more directors, please provide details on a separate sheet
Please tick one of the following
Section 6 – DeclarationDeclaration is to be signed by a nominated representative (e.g. director (or secretary) for a company, trustee for a trust, partner for a partnership, office holder for an association/co-operative, or delegate holding appropriate delegation on behalf of the government) of the entity.
I/We understand and acknowledge that the law requires signatories to provide true and correct information and state all the names by which they are commonly known. I also understand that the law prohibits the use of false names, as well as the giving, use or production of false or misleading information or documents in connection with the provision of financial services and the making, possession or use of a false document in connection with an identification procedure.I/We declare that the details as shown on this form are complete and correct.
Surname Given name/s
Position title
Signature
✗
Date
/ /
Section 5 – Government Body details
Section 4 – Association (Incorporated and Unincorporated) and Registered Co-operative details
Secretary
Provide name of registration body
Provide identification number issued by relevant registration body (if any)
Full given name(s) of officer Surname
Chairman
Treasurer
Commonwealth of Australia Government Body
Australian State or Territory Government Body Please provide state or territory or area
Local Government Body Please provide state or territory or area
Cash Application Form Instructions[A] Write the full name(s) that you wish to appear on your
Instalment holding statement. The name or names that appear in this section will be those in which any Commonwealth Bank Regular Instalments issued to you will be held.
Each joint applicant must sign the Application Form.
[B] Enter your postal address for all correspondence. If more than one Applicant applies jointly, then correspondence will only go to the address specified in this section.
[C] Write the tax file number (TFN) or TFN exemption (or ABN - refer below) for each Applicant. It is not compulsory to supply a TFN or TFN exemption (or ABN - refer below). If an Applicant does not quote their TFN or TFN exemption (or ABN - refer below), tax may be deducted from distributions made to successful Applicants.
If the Applicant makes the investment in the course of furtherance of an enterprise carried on by the Applicant, it may quote its Australian Business Number (ABN) instead of its TFN.
Trustee Applicants are requested to provide the name and TFN of all ultimate beneficiaries (as defined for the purposes of the tax rules), under the relevant trust. Failure to do so may result in deduction of tax at the highest marginal tax rate in respect of Commonwealth Bank Regular Instalment distributions.
[D] If you have purchased securities on the ASX before, and have received a CHESS statement as a result, you should already have a Holder Identification Number (HIN). Alternatively, if you have purchased securities but were sponsored by a CHESS participant, such as a broker, then on your broker statements there will be a reference to a Participant Identifier (PID). If either your HIN or PID is available please write them in this section. Otherwise leave it blank and your Commonwealth Bank Regular Instalments will be registered as Issuer Sponsored Holdings.
[E] Write your contact details here.
[F] Indicate your intended method of payment by ticking the appropriate box. If you select Direct Debit as the method of payment you need to complete and sign the Direct Debit Form in Section G.
In all methods of payment, unless your adviser has contacted Commonwealth Bank to obtain an Application number, the Regular Instalments will be allocated when your funds have cleared.
[G] If you have selected to pay the First Instalment by Direct Debit, you must complete and sign the Direct Debit Form attached.
[H] Write the amount you wish to invest in Commonwealth Bank Regular Instalments for each Series, and total these amounts in the space provided. Make sure that the cheque amount you attach corresponds to the total figure that you write in the section.
Commonwealth Bank will process your application and when the Commonwealth Bank Regular Instalments have been allocated, confirm all details in writing.
[I] If you wish to have all distributions credited directly into your account please enter the details here. This option is only available for accounts held with banks, building societies and credit unions within Australia.
[J] Write the details of your authorised representative (optional) here. You may nominate your adviser as your authorised representative.
[K] Write the details of the cheque(s) you are attaching to pay for the total First Instalment. Please make sure that the attached cheque amount equals the Total in Section H. The cheque(s) must be made out to Commonwealth Bank of Australia and marked not negotiable. In addition, the cheque(s) must be payable in Australian currency and drawn on an Australian bank.
[L] For your Application to be accepted, it must be signed.
Please read in full the Product Disclosure Statement dated 31 July 2007 accompanying or distributed electronically with this Application Form. The Product Disclosure Statement contains important information about Commonwealth Bank Regular Instalments, which are instalment warrants which are proposed to be listed on the ASX. No Commonwealth Bank Regular Instalments will be issued on the basis of this Product Disclosure Statement later than 1 May 2009. A person who gives another person access to this Application Form must at the same time and by the same means give the other person access to the Product Disclosure Statement and any supplementary Product Disclosure Statement. While the Product Disclosure Statement is current, Commonwealth Bank or a securities dealer or other licensed financial intermediary who has provided an electronic copy of it will send a paper copy of the Product Disclosure Statement, any supplementary Product Disclosure Statement and the application form on request and without charge. If you require a full, paper copy of the Product Disclosure Statement, call Commonwealth Securities Limited on Ph: 13 15 19.
Correct form of registrable title. Applications must be in the name(s) of natural person, companies or other legal entities acceptable to Commonwealth Bank. At least one full given name and the surname is required for each natural person. A non-registrable name may be included by way of account designation if completed exactly as described below.
Type of Investor Correct FormExamples of Incorrect Form
Individual. Use given names not initials
John Adam Smith J.A. Smith
Company. Do not use abbreviations ABC Pty Ltd
ABC P/L ABC Co
Trusts. Use Trustee’s personal name.Do not use the name of the Trust
John Smith
<John Smith Family A/C>
John Smith Family Trust
Deceased Estates. Use executor’s personal name not the name of the deceased.
John Smith
<Est James Smith A/C>
Estate of late James Smith
Partnerships. Use personal names not the name of the partnership
John Smith and Michael Smith
<John Smith & Sons A/C>
John Smith & Son
Clubs/Incorporated Bodies/Business Names.
Amanda Smith
<ABC Bowling Club>
ABC Bowling Club
Superannuation Funds. Use Trustee’s name not the name of the Trust
John Smith Pty Ltd
<Super Fund A/C>
John Smith Pty Ltd Superannuation Fund
CBA884 310707 Page 1 of 10
This page has been left blank intentionally.
CBA884 310707 Page 2 of 10
Send Application to:
Commonwealth Bank Regular InstalmentsCommonwealth SecuritiesReply Paid 60768Australia Square NSW 1214
Personal detailsApplicant Name (s) Title, First Name, Last Name; or Company Name
Applicant #1
Applicant #2
Address
State Postcode
Applicant 1 Tax File Number / Exemption Number / Category ABN
Applicant 2 Tax File Number / Exemption Number / Category ABN
Ultimate beneficiaries* Tax File Number / Exemption Number / Category ABN
* Trustee applicants only
CHESS Details
Sponsoring Broker Broker PID
HIN Account name
Personal Contact Details
Full name
Daytime phone number Email address ( )
Method of Paying the First Instalment* Tick the appropriate box.
(The warrants will be allocated when your funds have cleared).
Cheque payable to Commonwealth Bank of Australia
Direct Debit (Complete and sign the direct debit form in Section G)
A
B
C
D
E
F
OFFICE USE ONLY
Application No
Adviser Name
Advisers email address
Broker/Adviser Stamp
This offer is made to persons in Australia onlyThis Application Form must not be distributed unless accompanied by the complete and unaltered Product Disclosure Statement (whether in paper or electronic form). Terms used in this Application Form which are defined in the Product Disclosure Statement have the same meaning in this Application Form.
Please refer to page 1 of this form before completing the application.
Page 3 of 8
Cash Application
CBA884 310707
This page has been left blank intentionally.
CBA884 310707 Page 4 of 10
Direct Debit Request By completing this Direct Debit Request you are authorising Commonwealth Securities Ltd to both direct debit and direct credit your account nominated below.
I/We (Name that appears on your account)
I/We (Name that appears on your account if held jointly)
authorise and request, Commonwealth Securities (APCA User ID No 62934) as agent for Commonwealth Bank of Australia to arrange for funds to be debited from my/our account at the financial institution identified below as prescribed below through the Bulk Electronic Clearing System (BECS). This authorisation is to remain in force in accordance with the terms described in the Direct Debit Request Service Agreement below.
I/We authorise the following:1. Commonwealth Bank to verify the details of the account with my/our Financial Institution.2. The Financial Institution to release information allowing Commonwealth Bank to verify the account details.
Signature of Individual/Client 1 (Joint) Date Signature of Client 2 (Joint) Date
✗
/ / ✗
/ /
Details of the Account to be debited
Name of Financial Institution or Bank at which your account is held
Account name (eg Mr John Brown) BSB (Branch number) Account number
Note: Direct Debit is not allowed on the full range of accounts. If in doubt, please refer to your bank.
G
CBA884 310707 Page 5 of 10
Please detach and keep for future reference
Commonwealth Bank Regular Instalments Direct Debit Service Agreement
Debit arrangements1. We reserve the right to charge a transaction
fee if any debit item already debited from your nominated account is returned as unpaid by the Financial Institution.
2. We will keep the information about your nominated account at the Financial Institution private and confidential unless this information is required by us to investigate a claim made on it relating to an alleged incorrect or wrongful debt, or as otherwise required by law.
3. In the event of a debit returned unpaid we may attempt a redraw on your nominated account.
4. We will advise you 14 days in advance of any changes to the Direct Debit arrangements.
Your Rights
5. You may terminate the Direct Debit arrangement with us, however this termination must be in writing.
6. Where you consider the debit is incorrect in either the due date or amount or both, you should raise the matter with Commonwealth Securities Limited on 13 15 19.
Your Responsibilities
7. It is your responsibility:
• tocheckwiththeFinancialInstitutionwhereyour account is held before completing the Direct Debit Request (DDR) as Direct Debiting through Bulk Electronic Clearing System (BECS) is not allowed on the full range of accounts. You should also complete your account details (including Bank State Branch (BSB) number) directly from a recent account statement from your Financial Institution;
• toensuresufficientclearedfundsareavailablein the nominated account to meet the debit on the due settlement date of your transactions executed by Commonwealth Bank;
• toensurethattheauthorisationtodebitthenominated account is in the same name as the account held by the Financial Institution;
• toadviseusiftheaccountyouhavenominatedto debit is transferred or closed;
• toensurethatsuitablearrangementsaremadeif the Direct Debit is cancelled;
- by yourself; - by your nominated Financial Institution; or - for any other reason
This page has been left blank intentionally.
CBA884 310707 Page 6 of 10
Underlying Security
Instalment Series
Application Amount (Min $2000)
Application No
(Only if your advisor has pre-confirmed details with Commonwealth Bank)
A.B.C. Learning Centres Limited ABSIYH $
AGL Energy Limited AGKIYH $
Australia and New Zealand Banking Group Limited ANZIYH $
ASX Limited ASXIYH $
AXA Asia Pacific Holdings Limited AXAIYH $
Babcock & Brown Infrastructure Group BBIIYH $
BHP Billiton Limited BHPIYH $
Boral Limited. BLDIYH $
Babcock & Brown Limited BNBIYH $
Bluescope Steel Limited BSLIYH $
Brambles Limited BXBIYH $
Coca-Cola Amatil Limited CCLIYH $
CSL Limited CSLIYH $
David Jones Limited DJSIYH $
Foster's Group Limited FGLIYH $
Fairfax Media Limited FXJIYH $
GPT Group GPTIYH $
Harvey Norman Holdings Limited HVNIYH $
Insurance Australia Group Limited IAGIYH $
Leighton Holdings Limited LEIIYH $
Macquarie Airports MAPIYH $
Macquarie Bank Limited MBLIYH $
Macquarie Infrastructure Group MIGIYH $
National Australia Bank Limited NABIYH $
Newcrest Mining Limited NCMIYH $
Origin Energy Limited ORGIYH $
Orica Limited ORIIYH $
Publishing & Broadcasting Limited PBLIYH $
Rio Tinto Limited RIOIYH $
Seven Network Limited SEVIYH $
St George Bank Limited SGBIYH $
Santos Limited STOIYH $
Suncorp-Metway Limited. SUNIYH $
Tabcorp Holdings Limited TAHIYH $
Transurban Group TCLIYH $
Telecom Corporation of New Zealand Limited TELIYH $
Ten Network Holdings Limited TENIYH $
Telstra Corporation Limited. TLSIYH $
Toll Holdings Limited TOLIYH $
Westpac Banking Corporation WBCIYH $
Westfield Group WDCIYH $
Wesfarmers Limited WESIYH $
Woolworths Limited WOWIYH $
Woodside Petroleum Limited WPLIYH $
Total Amount $
H
CBA884 310707 Page 7 of 10
Direct Credit Details (for Distributions, and Cash Payments).
Account name BSB (Branch number) Account number
Name of bank
Branch Address
State Postcode
NOTE: If you are paying for your Regular Instalments by Direct Debit, you also need to complete the Direct Debit Request in Section G.
Authorised representative (optional)
I authorise Commonwealth Bank and its related bodies corporate to share information about my Loan and my Commonwealth Bank Regular Instalments with my authorised representative and to act under the instructions of my authorised representative. My authorised representative is nominated below:
Surname Given name/s
Home phone number Work phone number Mobile number Fax number ( ) ( ) ( ) ( )
(Please complete and circle your representative’s preferred contact number)
Residential address
State Postcode
Postal address
State Postcode
Email address
AttachmentsCheque for First Instalment
Drawer Bank
Branch Amount
$
Signature (Compulsory)
Please sign the Application in the signature/execution clause.
I
J
K
L
CBA884 310707 Page 8 of 10
Investor Declarations and InstructionsI make the following irrevocable declarations, directions, appointments and acknowledgments:
1. Application. I, whose full name and address appear above, declare that I am over 18 years of age and have full legal capacity and power to perform all my rights and obligations under this application and by delivery of this Application Form irrevocably apply for the number of Commonwealth Bank Regular Instalments indicated above in this Application Form and calculated in accordance with the Product Disclosure Statement.
2. Acceptance of terms of Product Disclosure Statement. I declare that before completing this Application Form, I received and was given access to an Product Disclosure Statement. I have read and understood the Product Disclosure Statement to which this Application Form was attached or distributed electronically with and agree to accept the Commonwealth Bank Regular Instalments applied for by me on the terms set out or referred to in the Product Disclosure Statement. I agree to be bound by the Trust Deed and confirm the appointments, directions and declarations in the Trust Deed.
3. Acquisition of Underlying Securities. I instruct the Broker on an execution-only basis to acquire on my behalf the securities of the kind which are Underlying Securities for the Commonwealth Bank Regular Instalments nominated in my Application Form. I acknowledge that the Securities may be bought on the relevant exchange or may be wholly or partly sold by the Broker as principal. I instruct Commonwealth Bank to provide the Broker in payment for those securities the balance of the relevant application amount and Loan Amount (after retaining all fees and payments for interest as referred to in the Product Disclosure Statement). I confirm that the Broker may retain such amounts as are necessary for payment of stamp duty, GST and like imposts and for a commission not exceeding the amount normally charged by the Broker for such transactions. The Securities so acquired are to be held in one or more suspense accounts on behalf of all such Applicants from time to time. The securities allocated to me are to be held for me in application for the Commonwealth Bank Regular Instalments in accordance with the Trust Deed.
4. Appointment of Trustee. For valuable consideration and to facilitate the granting of the Loan and Security Interest, upon the acceptance of my application by Commonwealth Bank I automatically and irrevocably appoint the Trustee or its nominee as my nominee on the terms of the Trust Deed in respect of
the Underlying Securities underlying the Commonwealth Bank Regular Instalments to which this Application Form relates and any Underlying Securities acquired on my behalf as described in paragraph 3 above and in respect of the Prepayment Amounts.
5. Transfer of Underlying Securities to Trustee. I acknowledge and irrevocably direct that, following the acceptance of my application, the Underlying Securities referred to in paragraph 3 above are to be transferred to the Trustee or its nominee as security to hold them on my behalf on the terms of the Trust Deed as Underlying Securities. I authorise the Trustee, Commonwealth Bank and their respective nominees and the Broker to do all things necessary (including obtaining consents, signing and producing documents and getting documents completed and signed) for any of them to become the registered holder of the Underlying Securities or to effect the transfer to the Trustee or its nominee of those Underlying Securities.
6. Fractional entitlements. I acknowledge that the accompanying application moneys are for the total First Instalments only, that after acceptance it is non-refundable and that any fraction of a First Instalment left over in respect of an Application will be foregone; and may be donated to a charity chosen by Commonwealth Bank.
7. Representations and warranties. I represent and warrant that: I am, together with any other joint holder identified on this Application Form, able to pay my debts as and when they become due, and that no step has been taken to make me bankrupt or commence winding up proceedings, appoint a controller or administrator, seize or take possession of any of my assets or make an arrangement, compromise or composition with any of my creditors.
8. No investment advice: Commonwealth Bank Regular Instalments. I confirm that I have made, and will make, my own decisions in relation to Commonwealth Bank Regular Instalments and that I have undertaken and will continue to undertake, independently and without reliance on the Trustee, Commonwealth Bank or any other Holder: (a) my own investigations into the affairs of Commonwealth Bank; and (b) my own analysis of whether or not to take action in respect of Commonwealth Bank Regular Instalments or otherwise under the Trust Deed.
9. No investment advice: Underlying Securities. I confirm that I have made my own enquiries into the performance and prospects of the Listed Entities and the Underlying Securities and their level of distributions to be made and I am not relying on anything in the Product Disclosure Statement or other material published by
CBA884 310707 Page 9 of 10
Commonwealth Bank or the Broker which relates to the future level of distributions or yield or suitability of investment in Commonwealth Bank Regular Instalments for me.
10. No Encumbrance of Commonwealth Bank Regular Instalments. I agree that no Encumbrance (such as a mortgage) may be created or arise over an Underlying Security underlying my Commonwealth Bank Regular Instalments or which gives any person a right to those Underlying Securities unless and until the Completion Payment is paid and the Security Interest is otherwise released or discharged in accordance with the Trust Deed.
11. Warranty made by representatives. If I make this Application and these declarations and give these instructions as attorney or other similar representative, I have not received notice of or information about revocation of that power granted to me, whether by death of the grantor or otherwise.
12. Telephone recordings. I authorise Commonwealth Bank and the Broker to record any telephone conversation(s) I have with either of those entities, with or without an audible tone warning device.
13. Privacy. If I am an individual, I consent to the use and disclosure of my personal information as indicated in Section 11 of this Product Disclosure Statement “Personal information and Privacy”. If I do not wish to receive promotional material from Commonwealth Bank or its subsidiaries, including IPO information, tick this box:
14. Financial Services Guides: I expressly instruct the Broker and Trustee to provide any financial service associated with the issue of a Commonwealth Bank Regular Instalment immediately.
Signature / Execution clause Signed by:
Natural Person Applicants Company Applicants Company SealApplicant #1
✗ ✗
Applicant #2 ✗
✗
Witness ✗
✗
Date / /
15. Investment/Business Purpose Declaration Form: I confirm that the credit or other financial accommodation to be provided to me by Commonwealth Bank is to be applied wholly or predominantly for the purposes of investment or business or both. You should not sign this declaration unless the Loan is wholly or predominantly for business or investment purposes. By signing this declaration you may lose your protection under the Consumer Credit Code.
The provisions of Schedule 1 of the Trust Deed override the provisions of this Application Form in the case of an application made by a Market Making Applicant.
Every statement and direction made above is, in the case of persons who jointly apply for Commonwealth Bank Regular Instalments, made jointly and severally by each applicant. Each Joint Applicant must sign this Application Form.
CBA884 310707 Page 10 of 10
Security Holder Application Form Instructions[A] Write the full name(s) that you wish to appear on your
holding statement. The name or names that appear in this section will be those in which any Commonwealth Bank Regular Instalments issued to you will be held.
The name or names must EXACTLY MATCH the name or names on the current holding statement in respect of the Underlying Securities.
Each joint applicant must sign the Application Form.[B] Enter your postal address for all correspondence. If more
than one Applicant applies jointly, then correspondence will only go to the address specified in this section.
The address must EXACTLY MATCH the address on the current holding statement in respect of the Underlying Securities.
[C] Write the tax file number (TFN) or TFN exemption (or ABN - refer below) for each Applicant. It is not compulsory to supply a TFN or TFN exemption (or ABN - refer below). If an Applicant does not quote their TFN or TFN exemption (or ABN - refer below), tax may be deducted from distributions made to successful Applicants.
If the Applicant makes the investment in the course of furtherance of an enterprise carried on by the Applicant, it may quote its Australian Business Number (ABN) instead of its TFN.
Trustee Applicants are requested to provide the name and TFN of all ultimate beneficiaries (as defined for the purposes of the tax rules), under the relevant trust. Failure to do so may result in deduction of tax at the highest marginal tax rate in respect of Commonwealth Bank Regular Instalment distributions.
[D] Write the details of your sponsoring broker if you are already a CHESS participant. If you do not complete this section, Commonwealth Bank Regular Instalments issued to you will be Issuer Sponsored and you will be allocated a Shareholder Reference Number. To avoid confusion Commonwealth Bank strongly recommends that you provide a copy of your latest holding statement. This is especially the case if you have multiple holdings with different brokers and wish to use more than one holding for this Shareholder Application.
[E] Write your contact details here.[F] The specifics of the shareholder application must be written
here. The first thing is to decide how many shares from your existing holding you would like to lodge with the Trustee or its nominee. The next thing to do is to decide if you would like either to receive a Cash Back Amount, or to purchase the maximum number of Commonwealth Bank Regular Instalments with the shares you intend to lodge.
Note: You can only choose to either lodge a certain number of shares and receive the same number of Commonwealth Bank Regular Instalments and a Cash Back Amount, or alternatively, you can choose to receive no Cash Back Amount and a greater number of Commonwealth Bank Regular Instalments compared with the shares you lodge.
Commonwealth Bank will process your Application and when the Commonwealth Bank Regular Instalments have been allocated will confirm all details in writing.
[G] Please complete your account details here for crediting any distributions. Accounts must be held with banks, building societies and credit unions within Australia.
[H] Attaching holding statements in relation to the Underlying Securities to be transferred to the Trustee or its nominee will assist in the processing of your Application.
[I] Write the details of your authorised representative (optional) here. You may nominate your adviser as your authorised representative.
[J] For your Application to be accepted, it must be signed.
Please read in full the Product Disclosure Statement accompanying or distributed electronically with this Application Form. The Product Disclosure Statement contains important information about Commonwealth Bank Regular Instalments, which are instalment warrants which are proposed to be listed on the ASX. No Commonwealth Bank Regular Instalments will be issued on the basis of this Product Disclosure Statement later than 1 May 2009. A person who gives another person access to this Application Form must at the same time and by the same means give the other person access to the Product Disclosure Statement and any supplementary Product Disclosure Statement. While the Product Disclosure Statement is current, Commonwealth Bank or a securities dealer or other licensed financial intermediary who has provided an electronic copy of it will send a paper copy of the Product Disclosure Statement, any supplementary Product Disclosure Statement and the application form on request and without charge. If you require a full, paper copy of the Product Disclosure Statement, call Commonwealth Securities Limited on Ph: 13 15 19.Correct form of registrable title. Applications must be in the name(s) of natural person, companies or other legal entities acceptable to Commonwealth Bank. At least one full given name and the surname is required for each natural person. A non-registrable name may be included by way of account designation if completed exactly as described below.
Type of Investor Correct FormExamples of Incorrect Form
Individual. Use given names not initials
John Adam Smith J.A. Smith
Company. Do not use abbreviations ABC Pty Ltd
ABC P/L ABC Co
Trusts. Use Trustee’s personal name.Do not use the name of the Trust
John Smith
<John Smith Family A/C>
John Smith Family Trust
Deceased Estates. Use executor’s personal name not the name of the deceased.
John Smith
<Est James Smith A/C>
Estate of late James Smith
Partnerships. Use personal names not the name of the partnership
John Smith and Michael Smith
<John Smith & Sons A/C> John Smith & Son
Clubs/Incorporated Bodies/Business Names.
Amanda Smith
<ABC Bowling Club> ABC Bowling Club
Superannuation Funds. Use Trustee’s name not the name of the Trust
John Smith Pty Ltd
<Super Fund A/C>
John Smith Pty Ltd Superannuation Fund
CBA885 310707 Page 1 of 8
This page has been left blank intentionally.
CBA885 310707 Page 2 of 8
Send Application to:
Commonwealth Bank Regular InstalmentsCommonwealth SecuritiesReply Paid 60768Australia Square NSW 1214
Personal detailsApplicant Name (s) Title, First Name, Last Name; or Company Name
Applicant #1
Applicant #2
Address
State Postcode
Applicant 1 Tax File Number / Exemption Number / Category ABN
Applicant 2 Tax File Number / Exemption Number / Category ABN
Ultimate beneficiaries* Tax File Number / Exemption Number / Category ABN
* Trustee applicants only
CHESS Details
Sponsoring Broker Broker PID
HIN Account name
Personal Contact Details
Full name
Daytime phone number Email address ( )
A
B
C
D
E
OFFICE USE ONLY
Application No
Adviser Name
Advisers email address
Broker/Adviser Stamp
This offer is made to persons in Australia onlyThis Application Form must not be distributed unless accompanied by the complete and unaltered Product Disclosure Statement (whether in paper or electronic form). Terms used in this Application Form which are defined in the Product Disclosure Statement have the same meaning in this Application Form.
Please refer to page 1 of this form before completing the application.
CBA885 310707 Page 3 of 8
Security Holder Application
Instalment Series
Min. Parcel of shares
No. of shares you are lodging
Would you like to receive the maximum possible Commonwealth Bank Regular Instalments or a Cash Back Amount? (Please tick one only)
Application No
(Only if your advisor has pre-confirmed details with Commonwealth Bank)
Maximum Instalments
Cash Back Amount
ABSIYH 540
AGKIYH 260
ANZIYH 140
ASXIYH 70
AXAIYH 480
BBIIYH 2,140
BHPIYH 110
BLDIYH 410
BNBIYH 110
BSLIYH 390
BXBIYH 330
CCLIYH 420
CSLIYH 40
DJSIYH 680
FGLIYH 630
FXJIYH 830
GPTIYH 820
HVNIYH 730
IAGIYH 690
LEIIYH 70
MAPIYH 860
MBLIYH 40
MIGIYH 1,160
NABIYH 110
NCMIYH 150
ORGIYH 400
ORIIYH 130
PBLIYH 240
RIOIYH 40
SEVIYH 340
SGBIYH 120
STOIYH 240
SUNIYH 200
TAHIYH 240
TCLIYH 480
TELIYH 940
TENIYH 1,380
TLSIYH 870
TOLIYH 350
WBCIYH 160
WDCIYH 200
WESIYH 90
WOWIYH 160
WPLIYH 80
F
CBA885 310707 Page 4 of 8
Bank Account Details (for Instalment Warrant Distributions, Cash Payments).
Account name BSB (Branch number) Account number
Name of bank
Branch Address
State Postcode
Holding Statements
Attaching holding statements in relation to the Underlying Securities to be transferred to the Trustee or its nominee will assist the processing of this Application.
Authorised representative (optional)
I authorise Commonwealth Bank and its related bodies corporate to share information about my Loan and my Commonwealth Bank Regular Instalments with my authorised representative and to act under the instructions of my authorised representative. My authorised representative is nominated below:
Surname Given name/s
Home phone number Work phone number Mobile number Fax number ( ) ( ) ( ) ( )
(Please complete and circle your representative’s preferred contact number)
Residential address
State Postcode
Postal address
State Postcode
Email address
Signature (Compulsory)
Please sign the Application in the signature/execution clause below.
G
H
I
J
CBA885 310707 Page 5 of 8
Investor Declarations and InstructionsI make the following irrevocable declarations, declarations, directions, appointments and acknowledgments:
1. Application. I, whose full name and address appear above, declare that I am over 18 years of age and have full legal capacity and power to perform all my rights and obligations under this application and by delivery of this Application Form apply for the number of Commonwealth Bank Regular Instalments irrevocably specified on the Application Form.
2. Acceptance of terms of Product Disclosure Statement. I declare that, before completing this Application Form, I received and was given access to an Product Disclosure Statement. I have read and understood the Product Disclosure Statement to which this Application Form was attached or distributed electronically with and agree to accept the Commonwealth Bank Regular Instalments applied for by me on the terms set out or referred to in the Product Disclosure Statement. I agree to be bound by the Trust Deed and confirm the appointments, directions and declarations in the Trust Deed.
3. Delivery. I instruct my Sponsoring Broker (or the relevant registrar of an issuer-sponsored sub-register) to deliver the quantity of Underlying Securities in the Listed Entities as indicated in the Application Form above to ComSec Trading Limited , PID 3102 as an “Off-Market” transaction.
4. Cash Back Amount. If I have elected to apply for further Commonwealth Bank Regular Instalments with the Cash Back Amount owing on the Commonwealth Bank Regular Instalments to be issued to me on acceptance of my Application, I irrevocably direct and authorise any of Commonwealth Bank, the Broker and their respective nominees and agents to complete a Cash Application Form as my attorney on my behalf in relation to the Cash Back Amount and I acknowledge that I have read the Cash Application Form and the representations and acknowledgments in it.
5. Fractional entitlements. I acknowledge that the Cash Back Amounts used to acquire further Commonwealth Bank Regular Instalments are for the total First Instalments only, that after acceptance they are non-refundable and that any fraction of a First Instalment left over in respect of an Application will be foregone and may be donated to a charity chosen by Commonwealth Bank.
6. Appointment of Trustee. For valuable consideration and to facilitate the granting of the Loan and Security Interest, upon the acceptance of my application by Commonwealth Bank I automatically and irrevocably appoint the Trustee or its nominee as my nominee on the terms of the Trust Deed in respect of the Underlying Securities underlying the Commonwealth Bank Regular Instalments to which this Application Form relates and any Underlying Securities acquired on my behalf as described in paragraph 4 above and in respect of the Prepayment Amounts.
7. Transfer of Underlying Securities to Trustee. I acknowledge and irrevocably direct that, following the acceptance of my application, the Underlying Securities referred to in paragraph 3 above are to be transferred to the Trustee or its nominee as security to hold them on my behalf on the terms of the Trust Deed as Underlying Securities. I authorise the Trustee, Commonwealth Bank and their respective nominees and the Broker to do all things necessary (including obtaining consents, signing and producing documents and getting documents completed and signed) for any of them to become the registered holder of the Underlying Securities or to effect the transfer to the Trustee or its nominee of those Underlying Securities.
8. Representations and warranties. I represent and warrant that: I am, together with any other joint holder identified on this Application Form, able to pay my debts as and when they become due, and that no step has been taken to make me bankrupt or commence winding up proceedings, appoint a controller or administrator, seize or take possession of any of my assets or make an arrangement, compromise or composition with any of my creditors. I am the sole legal and beneficial* owner(s) of the Underlying Securities referred to in the Application Form, and those Underlying Securities are free from any Encumbrances.
*Delete the words “and beneficial” if subject to the previous declaration you are acting as a trustee. In this case, you in addition represent and warrant that you have all the power, authority and discretion vested as trustee to apply in relation to the Securities which are the subject of the trust.
9. No investment advice: Commonwealth Bank Regular Instalments. I confirm that I have made, and will make, my own decisions in relation to Commonwealth Bank Regular Instalments and that I have undertaken and will continue to undertake, independently and without reliance on the Trustee, Commonwealth Bank or any other Holder: (a) my own investigations into the affairs of Commonwealth Bank; and (b) my own analysis of whether or not to take action in respect of Commonwealth Bank Regular Instalments or otherwise under the Trust Deed.
10. No investment advice: Underlying Securities. I confirm that I have made my own enquiries into the performance and prospects of the Listed Entities and the Underlying Securities and their level of distributions to be made and I am not relying on anything in the Product Disclosure Statement or other material published by Commonwealth Bank or the Broker which relates to the future level of distributions or yield or suitability of investment in Commonwealth Bank Regular Instalments for me.
11. No Encumbrance of Underlying Securities. I agree that no Encumbrance (such as a mortgage) may be created or arise over an Underlying Security underlying my Commonwealth Bank Regular Instalments or which gives any person a right to those Underlying Securities unless and until the Completion Payment is paid and the Security Interest is otherwise released or discharged in accordance with the Trust Deed.
12. Warranty made by representatives. If I make this Application and these declarations and give these instructions as attorney or other similar representative, I have no received notice of or information about revocation of that power granted to me, whether by death of the grantor or otherwise.
13. Telephone recordings. I authorise Commonwealth Bank and the Broker to record any telephone conversation(s) I have with either of those entities, with or without an audible tone warning device.
14. Privacy. If I am an individual, I consent to the use and disclosure of my personal information as indicated in Section 11 of this Product Disclosure Statement “Personal information and Privacy”. If I do not wish to receive promotional material from Commonwealth Bank or its subsidiaries, including IPO information, tick this box:
15. Financial Services Guides: I expressly instruct the Broker and Trustee to provide any financial service associated with the issue of a Commonwealth Bank Regular Instalment immediately.
CBA885 310707 Page 6 of 8
Signature / Execution clause Signed by:
Natural Person Applicants Company Applicants Company Seal Director
Applicant #1 ✗
✗
Director/SecretaryApplicant #2
✗ ✗
Witness ✗
Date / /
16. Investment/Business Purpose Declaration Form: I confirm that the credit or other financial accommodation to be provided to me by Commonwealth Bank is to be applied wholly or predominantly for the purposes of investment or business or both. You should not sign this declaration unless the Loan is wholly or predominantly for business or investment purposes. By signing this declaration you may lose your protection under the Consumer Credit Code.
The provisions of Schedule 1 of the Trust Deed override the provisions of this Application Form in the case of an application made by a Market Making Applicant.
Every statement and direction made above is, in the case of persons who jointly hold Commonwealth Bank Regular Instalments and therefore apply as joint applications for Commonwealth Bank Regular Instalments, made jointly and severally by each applicant. Each Joint Applicant must sign the Application Form.
CBA885 310707 Page 7 of 8
This page has been left blank intentionally.
CBA885 310707 Page 8 of 8
Rollover Application Form Instructions[A] Write the full name(s) that you wish to appear on your
Commonwealth Bank Regular Instalment holding statement. The name or names that appear in this section will be those in which any Commonwealth Bank Regular Instalments issued to you will be held.
The name or names must EXACTLY MATCH the name or names on the current Commonwealth Bank Regular Instalment holding statement in respect of the prior series of Commonwealth Bank Regular Instalments currently held by you.
Each joint applicant must sign the Application Form.[B] Enter your postal address for all correspondence. If more
than one Applicant applies jointly, then correspondence will only go to the address specified in this section.
The address must EXACTLY MATCH the name or names on the current Commonwealth Bank Regular Instalment holding statement in respect of the prior series of Commonwealth Bank Regular Instalments currently held by you.
[C] Write the tax file number (TFN) or TFN exemption (or ABN - refer below) for each Applicant. It is not compulsory to supply a TFN or TFN exemption (or ABN - refer below). If an Applicant does not quote their TFN or TFN exemption (or ABN - refer below), tax may be deducted from distributions made to successful Applicants.
If the Applicant makes the investment in the course of furtherance of an enterprise carried on by the Applicant, it may quote its Australian Business Number (ABN) instead of its TFN.
Trustee Applicants are requested to provide the name and TFN of all ultimate beneficiaries (as defined for the purposes of the tax rules), under the relevant trust. Failure to do so may result in deduction of tax at the highest marginal tax rate in respect of Commonwealth Bank Regular Instalment distributions
[D] Write the details of your Holder identification as specified on your Commonwealth Bank Regular Instalment holding statement. To avoid confusion Commonwealth Bank strongly recommends that you provide a copy of your holding statement. This is especially the case if you have multiple holdings of Commonwealth Bank Regular Instalments.
[E] Write your contact details here.[F] Indicate your intended method of payment by ticking the
appropriate box. If you select Direct Debit as the method of payment you need to complete and sign the Direct Debit Request in Section G.
In all methods of payment, unless your adviser has contacted Commonwealth Bank to obtain an Application number, the Regular Instalments will be allocated when your funds have cleared.
[G] If you have selected to pay the Rollover Amount by Direct Debit, you must complete and sign the Direct Debit Form attached.
[H] The specifics of your current Commonwealth Bank Regular Instalment holding must be written here. The second and third columns relate to series and the number of Commonwealth Bank Regular Instalments you currently hold. Those details can be taken from your Commonwealth Bank Regular Instalment Holder Statement. For example, if you hold XYZIYB Commonwealth Bank Regular Instalments, you should indicate the number that you hold in the second column and the series in the third column. There may be a Rollover Amount payable. You may wish to request your Financial Adviser contact Commonwealth Securities Limited on 13 15 19 to find out the Rollover Amount and receive an Application Number.
The payment will be made by direct debit authority. Commonwealth Bank will process your Application and when
the Commonwealth Bank Regular Instalments have been allocated will confirm all details in writing.
[I] Please enter your account details for crediting any distributions. The account must be held with banks, building societies and credit unions within Australia.
[J] Attaching your prior series Commonwealth Regular Instalment holding statement will assist in the processing of your Application.
[K] Write the details of your authorised representative (optional) here. You may nominate your adviser as your authorised representative.
[L] For your Application to be accepted, it must be signed.Please read in full the Product Disclosure Statement accompanying or distributed electronically with this Application Form. The Product Disclosure Statement contains important information about Commonwealth Bank Regular Instalments, which are instalment warrants which are proposed to be listed on the ASX. No Commonwealth Bank Regular Instalments will be issued on the basis of this Product Disclosure Statement later than 1 May 2009. A person who gives another person access to this Application Form must at the same time and by the same means give the other person access to the Product Disclosure Statement and any supplementary Product Disclosure Statement. While the Product Disclosure Statement is current, Commonwealth Bank or a securities dealer or other licensed financial intermediary who has provided an electronic copy of it will send a paper copy of the Product Disclosure Statement, any supplementary Product Disclosure Statement and the application form on request and without charge. If you require a full, paper copy of the Product Disclosure Statement, call Commonwealth Securities Limited on Ph: 13 15 19.Correct form of registrable title. Applications must be in the name(s) of natural person, companies or other legal entities acceptable to Commonwealth Bank. At least one full given name and the surname is required for each natural person. A non-registrable name may be included by way of account designation if completed exactly as described below.
Type of Investor Correct FormExamples of Incorrect Form
Individual. Use given names not initials
John Adam Smith J.A. Smith
Company. Do not use abbreviations ABC Pty Ltd
ABC P/L ABC Co
Trusts. Use Trustee’s personal name.Do not use the name of the Trust
John Smith
<John Smith Family A/C>
John Smith Family Trust
Deceased Estates. Use executor’s personal name not the name of the deceased.
John Smith
<Est James Smith A/C>
Estate of late James Smith
Partnerships. Use personal names not the name of the partnership
John Smith and Michael Smith
<John Smith & Sons A/C> John Smith & Son
Clubs/Incorporated Bodies/Business Names.
Amanda Smith
<ABC Bowling Club> ABC Bowling Club
Superannuation Funds. Use Trustee’s name not the name of the Trust
John Smith Pty Ltd
<Super Fund A/C>
John Smith Pty Ltd Superannuation Fund
CBA874 310707 Page 1 of 10
This page has been left blank intentionally.
CBA874 310707 Page 2 of 10
Send Application to:
Commonwealth Bank Regular InstalmentsCommonwealth SecuritiesReply Paid 60768Australia Square NSW 1214
Personal detailsApplicant Name (s) The applicant’s name must be identical to that on your Commonwealth Bank Regular Instalment Warrant holding statement.
Applicant #1
Applicant #2
Address The applicant’s address must be identical to that on your Commonwealth Bank Instalment Warrant holding statement (unless you have informed the Registrar of a change of address)
State Postcode
Applicant 1 Tax File Number / Exemption Number / Category ABN
Applicant 2 Tax File Number / Exemption Number / Category ABN
Ultimate beneficiaries* Tax File Number / Exemption Number / Category ABN
* Trustee applicants only
Holder Details (from your holding statement)
SRN HIN
Personal Contact Details
Full name
Daytime phone number Email address ( )
Method of Paying the Rollover Amount* (The warrants will be allocated when your funds have cleared).
Cheque payable to Commonwealth Bank of Australia
Direct Debit (Complete and sign the direct debit form in Section G)
A
B
C
D
E
F
OFFICE USE ONLY
Application No
Adviser Name
Advisers email address
Broker/Adviser Stamp
This offer is made to persons in Australia onlyThis Application Form must not be distributed unless accompanied by the complete and unaltered Product Disclosure Statement (whether in paper or electronic form). Terms used in this Application Form which are defined in the Product Disclosure Statement have the same meaning in this Application Form.
Please refer to page 1 of this form before completing the application.
CBA874 310707 Page 3 of 10
Rollover Application
This page has been left blank intentionally.
CBA874 310707 Page 4 of 10
Direct Debit Request By completing this Direct Debit Request you are authorising Commonwealth Securities Ltd to both direct debit and direct credit your account nominated below.
I/We (Name that appears on your account)
I/We (Name that appears on your account if held jointly)
authorise and request, Commonwealth Securities (APCA User ID No 62934) as agent for Commonwealth Bank of Australia to arrange for funds to be debited from my/our account at the financial institution identified below as prescribed below through the Bulk Electronic Clearing System (BECS). This authorisation is to remain in force in accordance with the terms described in the Direct Debit Request Service Agreement below.
I/We authorise the following:1. Commonwealth Bank to verify the details of the account with my/our Financial Institution.2. The Financial Institution to release information allowing Commonwealth Bank to verify the account details.
Signature of Individual/Client 1 (Joint) Date Signature of Client 2 (Joint) Date
✗
/ / ✗
/ /
Details of the Account to be debited
Name of Financial Institution or Bank at which your account is held
Account name (eg Mr John Brown) BSB (Branch number) Account number
Note: Direct Debit is not allowed on the full range of accounts. If in doubt, please refer to your bank.
G
CBA874 310707 Page 5 of 10
Please detach and keep for future reference
Commonwealth Bank Regular Instalments Direct Debit Service Agreement
Debit arrangements1. We reserve the right to charge a transaction
fee if any debit item already debited from your nominated account is returned as unpaid by the Financial Institution.
2. We will keep the information about your nominated account at the Financial Institution private and confidential unless this information is required by us to investigate a claim made on it relating to an alleged incorrect or wrongful debt, or as otherwise required by law.
3. In the event of a debit returned unpaid we may attempt a redraw on your nominated account.
4. We will advise you 14 days in advance of any changes to the Direct Debit arrangements.
Your Rights
5. You may terminate the Direct Debit arrangement with us, however this termination must be in writing.
6. Where you consider the debit is incorrect in either the due date or amount or both, you should raise the matter with Commonwealth Securities Limited on 13 15 19.
Your Responsibilities
7. It is your responsibility:
• tocheckwiththeFinancialInstitutionwhereyour account is held before completing the Direct Debit Request (DDR) as Direct Debiting through Bulk Electronic Clearing System (BECS) is not allowed on the full range of accounts. You should also complete your account details (including Bank State Branch (BSB) number) directly from a recent account statement from your Financial Institution;
• toensuresufficientclearedfundsareavailablein the nominated account to meet the debit on the due settlement date of your transactions executed by Commonwealth Bank;
• toensurethattheauthorisationtodebitthenominated account is in the same name as the account held by the Financial Institution;
• toadviseusiftheaccountyouhavenominatedto debit is transferred or closed;
• toensurethatsuitablearrangementsaremadeif the Direct Debit is cancelled;
- by yourself; - by your nominated Financial Institution; or - for any other reason
This page has been left blank intentionally.
CBA874 310707 Page 6 of 10
Instalment Series (Write the code of the new series you wish to roll into)
No of Instalment Warrants you currently hold.
ASX Code of prior series
Rollover Amount to be payable (receivable) per Instalment Warrant (Only if your adviser has con-tacted Commonwealth Securities Limited to obtain a Rollover Amount payable and an Application No.)
Total Rollover Amount payable (receivable)
Approval No(Only if your adviser has contacted Commonwealth Securities Limited to obtain a Rollover Amount payable or receivable and an Application No.)
Direct Credit Details (for Distributions, and Cash Payments).
Account name BSB (Branch number) Account number
Name of bank
Branch Address
State Postcode
Holding Statements
Attaching Commonwealth Instalment holding statements will assist in the processing of your Application.
Authorised representative (optional)
I authorise Commonwealth Bank and its related bodies corporate to share information about my Loan and my Commonwealth Bank Regular Instalments with my authorised representative and to act under the instructions of my authorised representative. My authorised representative is nominated below:
Surname Given name/s
Home phone number Work phone number Mobile number Fax number ( ) ( ) ( ) ( )
(Please complete and circle your representative’s preferred contact number)
Residential address
State Postcode
Postal address
State Postcode
Email address
Signature (Compulsory)
Please sign the Application in the signature/execution clause.
Eg. XYZIYH 500 XYZIYH $0.40
$
$
$
$
$
$
$
$
$
$
$
$
$200
$
$
$
$
$
$
$
$
$
$
$
$
H
I
J
K
L
CBA874 310707 Page 7 of 10
Investor Declarations and Instructions
I make the following irrevocable declarations, directions, appointments and acknowledgments:
1. Application. I, whose full name and address appear above, declare that I am over 18 years of age and have full legal capacity and power to perform all my rights and obligations under this application and by delivery of this Application Form apply for the number of Commonwealth Bank Regular Instalments irrevocably specified on the Application Form.
2. Acceptance of terms of Product Disclosure Statement. I, declare that before completing this Application Form, I received and was given access to an Product Disclosure Statement. I have read and understood the Product Disclosure Statement to which this Application Form was attached or distributed electronically with and agree to accept the Commonwealth Bank Regular Instalments applied for by me on the terms set out or referred to in the Product Disclosure Statement. I agree to be bound by the Trust Deed and confirm the appointments, directions and declarations in the Trust Deed.
3. Payment and Delivery. I irrevocably direct Commonwealth Bank to pay from the Loan the completion payment on any Prior Series of Commonwealth Bank Regular Instalments to which this application relates and to otherwise deal with the Loan proceeds on the terms of the Trust Deed. I instruct my Sponsoring Broker (or the relevant registrar of an issuer-sponsored sub-register) to deliver the quantity of Underlying Securities in the Listed Entities the subject of the Prior Series Instalments as indicated in the Application Form above to ComSec Trading Limited , PID 3102 as an “Off-Market” transaction.
4. Rollover Amount. If a Rollover Amount is payable to me with respect to a particular series of Regular Instalments, I irrevocably apply for the maximum number of Commonwealth Bank Regular Instalments possible with that Rollover Amount and I irrevocably direct and authorise any of Commonwealth Bank, the Broker and their respective nominees and agents to complete a Cash Application Form as my attorney on my behalf in relation to the Rollover Amount (and I acknowledge that I have read the Cash Application Form and the representations and acknowledgments in it).
5. Appointment of Trustee. For valuable consideration and to facilitate the granting of the Loan and Security Interest, upon the acceptance of my application by Commonwealth Bank I automatically and irrevocably appoint the Trustee or its nominee as my nominee on the terms of the Trust Deed in respect of the Underlying Securities underlying the Commonwealth Bank Regular Instalments to which this Application Form relates and any Underlying Securities acquired on my behalf as described in paragraph 4 above and in respect of the Prepayment Amounts.
6. Transfer of Underlying Securities to Trustee. I acknowledge and irrevocably direct that, following the acceptance of my application, the Underlying Securities referred to in paragraph 3 above are to be transferred to the Trustee or its nominee as security to hold them on my behalf on the terms of the Trust Deed as Underlying Securities. I authorise the Trustee, Commonwealth Bank and their respective nominees and the Broker to do all things necessary (including obtaining consents, signing and producing documents and getting documents completed and signed) for any of them to become the registered holder of the Underlying Securities or to effect the transfer to the Trustee or its nominee of those Underlying Securities.
7. Representations and warranties. I represent and warrant that: I am, together with any other joint holder identified on this Application Form, able to pay my debts as and when they become due, and that no step has been taken to make me bankrupt or commence winding up proceedings, appoint a controller or administrator, seize or take possession of any of my assets or make an arrangement, compromise or composition with any of my creditors. I am the sole legal and beneficial* owner(s) of the Underlying Securities referred to in the Application Form, and those Underlying Securities are free from any Encumbrances.
*Delete the words “and beneficial” if subject to the previous declaration you are acting as a trustee. In this case, you in addition represent and warrant that you have all the power, authority and discretion vested as trustee to apply in relation to the Securities which are the subject of the trust.
8. No investment advice: Commonwealth Bank Regular Instalments. I confirm that I have made, and will make, my own decisions in relation to Commonwealth Bank Regular Instalments and that I have undertaken and will continue to undertake, independently and without reliance on the Trustee, Commonwealth Bank or any other Holder: (a) my own investigations into the affairs of Commonwealth Bank; and (b) my own analysis of whether or not to take action in respect of Commonwealth Bank Regular Instalments or otherwise under the Trust Deed.
9. No investment advice: Underlying Securities. I confirm that I have made my own enquiries into the performance and prospects of the Listed Entities and the Underlying Securities and their level of distributions to be made and I am not relying on anything in the Product Disclosure Statement or other material published by Commonwealth Bank or the Broker which relates to the future level of distributions or yield or suitability of investment in Commonwealth Bank Regular Instalments for me.
10. No Encumbrance of Underlying Securities. I agree that no Encumbrance (such as a mortgage) may be created or arise over an Underlying Security underlying my Commonwealth Bank Regular Instalments or which gives any person a right to those Underlying Securities unless and until the
CBA874 310707 Page 8 of 10
Completion Payment is paid and the Security Interest is otherwise released or discharged in accordance with the Trust Deed.
11. Warranty made by representatives. If I make this Application and these declarations and give these instructions as attorney or other similar representative, I have not received notice of or information about revocation of that power granted to me, whether by death of the grantor or otherwise.
12. Telephone recordings. I authorise Commonwealth Bank and the Broker to record any telephone conversation(s) I have with either of those entities, with or without an audible tone warning device.
13. Privacy. If I am an individual, I consent to the use and disclosure of my personal information as indicated in Section 11 of this Product Disclosure Statement “Personal information and Privacy”. If I do not wish to receive promotional material from Commonwealth Bank or its subsidiaries, including IPO information, tick this box: .
14. Financial Services Guides: I expressly instruct the Broker and Trustee to provide any financial service associated with the issue of a Commonwealth Bank Regular Instalment immediately.
15. Investment/Business Purpose Declaration Form: I confirm that the credit or other financial accommodation to be provided to me by Commonwealth Bank is to be applied wholly or predominantly for the purposes of investment or business or both. You should not sign this declaration unless the Loan is wholly or predominantly for business or investment purposes. By signing this declaration you may lose your protection under the Consumer Credit Code.
The provisions of Schedule 1 of the Trust Deed override the provisions of this Application Form in the case of an application made by a Market Making Applicant.
Every statement and direction made above is, in the case of persons who jointly hold Commonwealth Bank Regular Instalments and therefore apply as joint applications for Commonwealth Bank Regular Instalments, made jointly and severally by each applicant. Each Joint Applicant must sign the Application Form.
Signature / Execution clause Signed by:
Natural Person Applicants Company Applicants Company SealApplicant #1
✗ ✗
Applicant #2 ✗
✗
Witness ✗
✗
Date / /
CBA874 310707 Page 9 of 10
This page has been left blank intentionally.
CBA874 310707 Page 10 of 10
Send Application to:
Commonwealth Bank Regular InstalmentsCommonwealth SecuritiesReply Paid 60768Australia Square NSW 1214
This is to notify you that, I, being the Holder or being entitled to be registered as the Holder of the number of Commonwealth Bank Regular Instalments in the series specified above and issued in accordance with the terms summarised in the Product Disclosure Statement issued by Commonwealth Bank, irrevocably give:
A Completion Notice in respect of the following Commonwealth Bank Regular Instalments
(tick if you are sending in a Completion Notice)
Series of Commonwealth Bank Regular Instalments
No of Commonwealth Bank Regular Instalments
Completion Payment per Commonwealth Bank Regular Instalment*
Total Amount (multiply the no of Instalments by the payment per Instalment).
ABSIYH $5.40
AGKIYH $11.50
ANZIYH $23.00
ASXIYH $35.80
AXAIYH $5.70
BBIIYH $1.50
BHPIYH $24.10
BLDIYH $6.50
BNBIYH $21.90
BSLIYH $8.90
BXBIYH $10.00
CCLIYH $7.10
CSLIYH $66.90
DJSIYH $3.70
FGLIYH $4.80
FXJIYH $3.80
GPTIYH $3.80
HVNIYH $4.00
IAGIYH $4.60
LEIIYH $27.30
MAPIYH $3.00
MBLIYH $67.30
MIGIYH $2.80
NABIYH $33.30
NCMIYH $17.40
ORGIYH $6.70
ORIIYH $24.10
PBLIYH $16.30
OFFICE USE ONLY
Application NoName of Holder #1
Name of Holder #2
Address
State Postcode
Contact phone number
( )
Page 1 of 4
Completion Notice/Request for Purchase
CBA882 310707
Series of Commonwealth Bank Regular Instalments
No of Commonwealth Bank Regular Instalments
Completion Payment per Commonwealth Bank Regular Instalment*
Total Amount (multiply the no of Instalments by the payment per Instalment).
RIOIYH $73.90
SEVIYH $9.00
SGBIYH $27.30
STOIYH $9.10
SUNIYH $16.20
TAHIYH $13.40
TCLIYH $6.10
TELIYH $3.20
TENIYH $2.40
TLSIYH $3.70
TOLIYH $17.20
WBCIYH $20.50
WDCIYH $16.60
WESIYH $28.90
WOWIYH $21.10
WPLIYH $32.70
Total Amount $
* This is the Completion Payment, plus any Transfer Taxes as notified by Commonwealth Bank of Australia. This notice is ac-companied by payment in cleared funds (eg. a bank cheque in favour of Commonwealth Bank of Australia) for the total amount of the Completion Payment. (Completion Payment cheques must be made payable to “Commonwealth Bank of Australia”.)
ORRequest for the sale of the Underlying Securities relating to the following Commonwealth Bank Regular Instalments
(tick if you are sending in a Request for Purchase)
Series of Commonwealth Bank Regular Instalments No of Commonwealth Bank Regular Instalments
ABSIYH
AGKIYH
ANZIYH
ASXIYH
AXAIYH
BBIIYH
BHPIYH
BLDIYH
BNBIYH
BSLIYH
BXBIYH
CCLIYH
CSLIYH
CSRIYH
DJSIYH
FGLIYH
FXJIYH
GPTIYH
HVNIYH
IAGIYH
LEIIYH
MAPIYH
MBLIYH
CBA882 310707 Page 2 of 4
Series of Commonwealth Bank Regular Instalments No of Commonwealth Bank Regular Instalments
MIGIYH
NABIYH
NCMIYH
ORGIYH
ORIIYH
PBLIYH
RIOIYH
SEVIYH
SGBIYH
STOIYH
SUNIYH
TAHIYH
TCLIYH
TELIYH
TENIYH
TLSIYH
TOLIYH
WBCIYH
WDCIYH
WESIYH
WOWIYH
WPLIYH
Tick one box only. If neither or both boxes are ticked, Commonwealth Bank may treat this notice as a Request for Purchase Notice.
This notice is accompanied by my Chess Holding Statement for the relevant Commonwealth Bank Regular Instalments.
If the Commonwealth Bank Regular Instalment is held by more than one person, each joint holder makes the statement above and the name details must be completed for each joint holder.
Please note: The securities to be delivered to your account will be registered as an Issuer Sponsored holding. If you wish to transfer these holdings to your broker sponsored account, you should contact your stockbroker and they will arrange for the transfer.
Each joint Holder must sign.
Signature / Execution clause Signed by:
Natural Person Applicants Company Applicants Company Seal
DirectorHolder#1
✗
✗
Director/SecretaryHolder #2
✗
✗Witness
✗
Date / /
Page 3 of 4CBA882 310707
This page has been left blank intentionally.
CBA882 310707 Page 4 of 4
14. DirectoryFor further information about Commonwealth Bank or for a copy of any information Commonwealth Bank agrees to provide under this Product Disclosure Statement, contact Commonwealth Securities Limited on Ph: 13 15 19 or at the address below.
Issuer:
Commonwealth Bank of Australia Level 6 120 Pitt Street Sydney NSW 2000
Broker:
Commonwealth Securities Limited 48 Martin Place Sydney NSW 2000
Trustee:
Share Direct Nominees Pty Limited* 48 Martin Place Sydney NSW 2000
Registrar:
Link Market Services Limited Level 12 300 Queen Street BRISBANE QLD 4000
Tax Advisors to the Issuer:
Greenwoods & Freehills Pty Limited MLC Centre Martin Place Sydney NSW 2000
* Share Direct Nominees Pty Limited has been appointed as an Authorised Representative to provide custodial services on behalf of the Broker to holders of warrants under offerings which the Broker promotes.
AD
V10
338
2607
07
![Instrumenting Simple Risk Communication to …cloud-computing threats arising from potentially inaccurate mental models of cloud computing as an always-available ser vice [14]. This](https://img.pdfslide.net/doc/110x75/5f9370191d11857f092d1b68/instrumenting-simple-risk-communication-to-cloud-computing-threats-arising-from.jpg)